S-1

As filed with the Securities and Exchange Commission on October 24, 2016

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

REV Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	3711	26-3013415
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

111 East Kilbourn Avenue, Suite 2600

Milwaukee, WI 53202

(414) 290-0190

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Tim Sullivan	Dean Nolden
Chief Executive Officer	Chief Financial Officer

111 East Kilbourn Avenue, Suite 2600

Milwaukee, WI 53202

(414) 290-0191

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Richard D. Truesdell, Jr. Derek J. Dostal Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 Pamela S. Krop General Counsel 1441 Brickell Avenue, Suite 1007 Miami, FL 33131 (786) 279-7022 Marc D. Jaffe Wesley C. Holmes Latham & Watkins LLP 885 Third Avenue New York, NY 10022 (212) 906-1200

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	☐

Title Of Each Class Of Securities To Be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount Of Registration Fee
Common stock, $0.001 par value	$100,000,000	$11,590

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, amended.

(2) Includes the offering price of shares of common stock that may be sold if the option to purchase additional shares of common stock granted to the underwriters is exercised.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 24, 2016

PRELIMINARY PROSPECTUS

                 Shares

REV Group, Inc.

Common Stock

$        per share

This is the initial public offering of our common stock. Prior to this offering, there has been no public market for our common stock. We are selling              shares of our common stock. We currently expect the initial public offering price to be between $        and $        per share of common stock.

We intend to apply to list the shares of common stock on the              under the symbol “REVG.”

The selling stockholders have granted the underwriters an option to purchase up to             additional shares of common stock at the initial public offering price less the underwriting discount. We will not receive any proceeds from the sale of shares by the selling stockholders.

Investing in shares of our common stock involves risk. See “Risk Factors” beginning on page 22.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds to us before expenses	$	$
Proceeds to the selling stockholders before expenses	$	$

(1) See “Underwriting” for additional information regarding total underwriter compensation.

The underwriters expect to deliver the shares of common stock to investors on or about                 , 2016.

Joint Book-Running Managers

Goldman, Sachs & Co.     Morgan Stanley Baird

BMO Capital Markets Credit Suisse Deutsche Bank Securities

Jefferies Wells Fargo Securities Stifel

Prospectus dated                 , 2016

TABLE OF CONTENTS

	Page
Basis of Presentation		ii
Trademarks and Service Marks		ii
Market and Industry Data		ii
Non-GAAP Financial Information		ii
Prospectus Summary		1
Risk Factors		22
Cautionary Note Regarding Forward-Looking Statements		42
Use of Proceeds		43
Dividend Policy		44
Capitalization		45
Dilution		47
Selected Consolidated Financial Data		48
Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Business		76
Management		100
Executive and Director Compensation		109
Certain Relationships and Related Party Transactions		125
Principal and Selling Stockholders		128
Description of Indebtedness		130
Description of Capital Stock		132
Shares Eligible For Future Sale		137
U.S. Federal Tax Considerations for Non-U.S. Holders		139
Underwriting		142
Legal Matters		147
Experts		147
Where You Can Find More Information		147
Index to the Consolidated Financial Statements		F-1

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information other than that contained in this prospectus or to which we have referred you. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, these securities only in jurisdictions where offers and sales are permitted. You should assume that the information in this prospectus is accurate only as of the date on the cover page, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, prospects, financial condition and results of operations may have changed since that date.

Through and including                 , 2017 (25 days after the date of this prospectus), all dealers that effect transactions in shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

For investors outside the United States: We and the selling stockholders have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for this purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States. See “Underwriting.”

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BASIS OF PRESENTATION

Prior to May 25, 2016, our fiscal year ended on October 31 of each year. Effective May 25, 2016, we changed our fiscal year to be the 52- or 53-week period ending on the last Saturday in October. References to a particular fiscal year refer to the year in which that fiscal year ends. For example, all references to “fiscal year 2016” relate to the 52-week period ending October 29, 2016, and all references to “fiscal year 2015” relate to the year ended October 31, 2015. Each of our fiscal years is divided into four 13-week fiscal quarters. Each fiscal quarter is grouped into two 4-week monthly reporting periods and one 5-week monthly reporting period, although quarters may occasionally consist of “4-5-5” or “4-4-6” monthly periods, depending on the calendar and the additional week in a 53-week fiscal year.

Certain numbers or percentages in this prospectus may not sum due to rounding.

TRADEMARKS AND SERVICE MARKS

We own or have rights to copyrights, trademarks, service marks or trade names that we use in connection with the operation of our business. Solely for convenience, some of the copyrights, trademarks, service marks and trade names referred to in this prospectus are listed without the ^©, ^® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our copyrights, trademarks, service marks, trade names and domain names. Some of the trademarks we own or have the right to use include, but are not limited to: E-ONE, KME, Kovatch Mobile Equipment, American Emergency Vehicles, Horton Emergency Vehicles, Leader Emergency Vehicles, Wheeled Coach, Collins Bus, Champion Bus, Goshen Coach, ENC, ElDorado National, McCoy Miller, Marque, Capacity of Texas, Capacity Trucks, Lay-Mor, Goldshield Fiberglass, Fleetwood RV, Monaco, American Coach, Road Rescue, Frontline, World Trans, Federal Coach, Krystal Coach and Holiday Rambler. The copyrights, trademarks, service marks and trade names of other companies appearing in this prospectus are, to our knowledge, the property of their respective owners.

MARKET AND INDUSTRY DATA

This prospectus includes information with respect to market share and industry conditions obtained directly or indirectly from publicly available information, industry publications and surveys, reports from government agencies and our own estimates based on our management’s knowledge of and experience in the markets in which we compete. Unless otherwise indicated, industry information and information about our competitive position contained in this prospectus is based on our internal research and estimates. Our internal estimates are based upon our understanding of industry conditions, and such information has not been verified by any independent sources. While we believe that such information and estimates are reasonable and reliable, neither we, the selling stockholders nor the underwriters have independently verified market and industry data from third parties. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

NON-GAAP FINANCIAL INFORMATION

We report our financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, management believes that the evaluation of our ongoing operating results may be enhanced by a presentation of Adjusted EBITDA and Adjusted Net Income, which are non-GAAP financial measures. Adjusted EBITDA represents net income before interest expense, income taxes, depreciation and amortization as adjusted for certain non-recurring, one-time and other adjustments which we believe are not indicative of our underlying operating performance and Adjusted Net Income represents net income as adjusted for certain after-tax, non-recurring, one-time and other adjustments which we believe are not indicative of our underlying

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operating performance as well as for the add-back of certain non-cash intangible amortization, in each case as discussed more fully in “Prospectus Summary—Summary Consolidated Financial Data.”

We believe that the use of Adjusted EBITDA and Adjusted Net Income provide additional meaningful methods of evaluating certain aspects of our operating performance from period to period on a basis that may not be otherwise apparent under GAAP when used in addition to, and not in lieu of, GAAP measures. See “Prospectus Summary—Summary Consolidated Financial Data” for a discussion of our use of Adjusted EBITDA and Adjusted Net Income in this prospectus, including the reasons that we believe this information is useful to management and to investors and a reconciliation of Adjusted EBITDA and Adjusted Net Income to the most closely comparable financial measures calculated in accordance with GAAP.

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PROSPECTUS SUMMARY

This summary highlights information contained in other parts of this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. You should read the entire prospectus carefully, especially “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes, before deciding to buy shares of our common stock. Unless otherwise indicated or the context requires otherwise, references in this prospectus to the “Company,” “REV,” “we,” “us” and “our” refer to REV Group, Inc. and its consolidated subsidiaries. References to “LTM July 30, 2016” refer to the twelve-month period ended July 30, 2016. Results and other data for LTM July 30, 2016 have been calculated by subtracting the results or other data for the nine months ended August 1, 2015 from the sum of the applicable results or other data for fiscal year 2015 and the nine months ended July 30, 2016.

Our Company

REV is a leading designer, manufacturer and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base primarily in the United States through three segments: Fire & Emergency, Commercial and Recreation. We provide customized vehicle solutions for applications including: essential needs (ambulances, fire apparatus, school buses, mobility vans and municipal transit buses), industrial and commercial (terminal trucks, cut-away buses and street sweepers) and consumer leisure (recreational vehicles (“RVs”) and luxury buses). Our brand portfolio consists of 26 well-established principal vehicle brands including many of the most recognizable names within our served markets. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years. We believe that in most of our markets, we hold the first or second market share position and estimate that approximately 72% of our net sales during LTM July 30, 2016 came from products where we hold such share positions.

In fiscal year 2015, we sold approximately 18,500 units and we currently have an estimated installed base of approximately 300,000 vehicles in operation. We believe this provides us with a competitive advantage and recurring replacement vehicle sales as many customers are brand-loyal and fleet owners frequently seek to standardize their in-service fleets through repeat purchases of existing brands and product configurations. The specialty vehicle market is a complex and attractive market characterized by: (i) numerous niche markets with annual sales volumes generally between 3,000 and 25,000 units, (ii) highly customized vehicle configurations addressing unique customer applications and (iii) specialized customer bases and distribution channels (both dealer and direct). We believe the specialty vehicle market has historically been addressed primarily by smaller, less sophisticated companies, which has created an opportunity for market leadership by scaled and highly efficient producers such as REV. Under our current leadership, our focus on product innovation, life-cycle value leadership and operational improvement has strengthened our brands and market position while driving growth and expanding margins.

Our products are sold to municipalities, government agencies, private contractors, consumers and industrial and commercial end users. We have a diverse customer base with our top 10 customers representing less than 25% of our net sales in LTM July 30, 2016, with no single customer representing more than 8% of our net sales over the same period. Our top 10 customers have maintained relationships with REV and its predecessor companies for an average of approximately 20 years. We believe our diverse end markets are favorably exposed to multiple secular growth drivers such as: rising municipal spending, a growing aged population, growing urbanization, growing student populations, the increasing popularity of outdoor and active lifestyles and the replacement of existing in-service vehicles including legislated replacements. In addition to these favorable underlying drivers of growth, we believe certain of our markets will benefit over the next several years from

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incremental demand created by the underinvestment in fleets following the 2008 recession. For example, as set forth in the charts below in “—Our Markets,” we estimate that the cumulative pent-up replacement demand in the fire and emergency market is approximately 15,000 units, which represents 144% of the total fire and emergency market unit sales volume in the United States and Canada in 2015.

Our business model utilizes our unique scale to drive profitable organic and acquisitive growth. We seek to gain market share by delivering high-quality products with customized attributes tailored to our customers’ product specifications, while simultaneously reducing costs and shortening delivery lead times. We aim to achieve this by standardizing and optimizing certain processes across our segments in areas including: procurement, engineering and product development, lean manufacturing, dealer management, pricing and aftermarket parts sales. We believe our manufacturing and service network, consisting of 15 manufacturing facilities and 11 aftermarket service locations (called Regional Technical Centers or “RTCs”), provides us with a competitive advantage through the sharing of best practices, manufacturing flexibility based on relative facility utilization levels, delivery costs and lead times, economies of scale, customer service capabilities and a complementary distribution system. Our business consists primarily of design, engineering, integration and assembly activities, which require low levels of capital expenditures. Additionally, our business has a highly variable cost structure that results in operational flexibility which, we believe, when combined with low levels of capital expenditures, can produce high returns on invested capital. Furthermore, our broad presence across the specialty vehicle market and large manufacturing and distribution network are important differentiators in our ability to grow through acquisitions. We seek to make synergistic acquisitions that further enhance our existing market positions or enter REV into new, attractive product segments. In the past 10 years, we have successfully integrated nine acquisitions and have demonstrated the ability to grow and enhance the earnings profile of acquired businesses by either consolidating acquired businesses into our existing plant footprint or by introducing REV processes into the newly acquired businesses to drive profitable growth.

Our management team has an average of 28 years of experience in highly specialized industrial manufacturing and aftermarket parts and services businesses. Beginning in 2014, our new leadership team introduced several initiatives to accelerate growth and improve our profitability. These initiatives included: improving brand management, strengthening distribution, implementing a centralized enterprise-wide procurement strategy, growing adjacent and aftermarket products and services, improving production processes within our facilities, driving down total cost of quality, implementing value-based pricing strategies and reducing fixed costs.

We have delivered strong financial and operating results from fiscal year 2014 to LTM July 30, 2016, as set forth below:

(1) We increased our net sales to $1,844 million, a compound annual growth rate, or “CAGR,” of 4.5%;

(2) We improved our operating performance, specifically:

• Net income grew to $31 million, representing a CAGR of 575%;

• Adjusted Net Income grew to $51 million, representing a CAGR of 122%;

• Adjusted EBITDA grew to $117 million, representing a CAGR of 50%; and

(3) We drove approximately 210 basis points and 279 basis points of expansion in our operating income and Adjusted EBITDA margins, respectively.

See “—Summary Consolidated Financial Data” below for additional information regarding our non-GAAP measures, including a reconciliation of these measures to their most directly comparable GAAP measure.

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Our Products and Markets

We primarily sell new specialty vehicles which we design, engineer and manufacture in our production facilities. We are also focused on growing our higher gross margin aftermarket business which consists of parts sales, service and other ancillary revenue opportunities generated by our installed base of approximately 300,000 vehicles. We believe the majority of our new vehicle sales represent the replacement of in-service vehicles which are past their useful life, with additional sales derived from fleet expansions, new customers and adjacent product introductions.

The following charts show a breakdown of our net sales:

(1) For LTM July 30, 2016.

(2) For fiscal year 2015.

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The following chart sets forth summary information regarding our primary product line categories and end markets for our segments:

	Fire & Emergency	Commercial	Recreation
Overview	The Fire & Emergency segment manufactures a wide range of fire apparatus and ambulance products. Fire & Emergency products are sold to municipal fire departments, EMS providers, and private fleets, typically purchasing through dealers.	The Commercial segment manufactures transit and shuttle buses, Type A school buses, mobility vans and other specialty vehicles including sweepers and terminal trucks distributed both through dealers and direct. Commercial products are sold to municipalities, schools, and commercial and industrial customers.	The Recreation segment manufactures motorized RV products sold to brand-loyal, repeat customers who purchase through dealers.
Selected Products
Principal Brands	Fire Apparatus
	Ambulance
Estimated Addressable Market Size(1)	~$3 billion	~$5 billion	~$3 billion
Estimated Addressable Market Units(1)	Ambulance: ~6,200 Fire Apparatus: ~4,200	Type A School Bus: ~7,500 Cutaway Bus: ~15,000 Transit Bus: ~4,100 Mobility Vans: ~23,100 Terminal Trucks and Sweepers: ~7,400	Class A: ~21,900 Class C: ~22,100
Estimated REV Market Share by Units(1)	~41%	~19%	Class A – ~13% Class C – ~1%
LTM 7/30/16 Net Sales(2)	$695 million	$684 million	$476 million
Market Positions for Selected Products	#1 in Ambulance #2 in Fire Apparatus	#1 in Type A School Bus #1 in Small & Medium Size Commercial Bus #2 in Terminal Trucks #1 in Light Broom Sweepers	15% Class A market share YTD July 2016 representing a 200 basis points increase from the prior year period. We believe we are the industry’s fastest growing Class A participant.

(1) Based on 2015 market volumes in the United States and Canada.

(2) Does not reflect the elimination of intersegment sales of approximately $10.4 million for the LTM July 30, 2016.

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Our Fire & Emergency segment sells fire apparatus equipment under the Emergency One (“E-ONE”) and Kovatch Mobile Equipment (“KME”) brands and ambulances under the American Emergency Vehicles (“AEV”), Horton Emergency Vehicles (“Horton”), Leader Emergency Vehicles (“Leader”), Marque, McCoy Miller, Road Rescue, Wheeled Coach and Frontline brands. We believe we are the largest manufacturer by unit volume of fire and emergency vehicles in the United States and have one of the industry’s broadest portfolios of products including Type I ambulances (aluminum body mounted on a heavy truck-style chassis), Type II ambulances (van conversion ambulance typically favored for non-emergency patient transportation), Type III ambulances (aluminum body mounted on a van-style chassis), pumpers (fire apparatus on a custom or commercial chassis with a water pump and small tank to extinguish fires), ladder trucks (fire apparatus with stainless steel or aluminum ladders), tanker trucks and rescue and other vehicles. Each of our brands is distinctly positioned and targets certain price and feature points in the market such that dealers often carry and customers often buy more than one REV Fire & Emergency product line.

Our Commercial segment serves the bus market through the following principal brands: Collins Bus, Goshen Coach, ENC, ElDorado National, Krystal Coach, Federal Coach, Champion and World Trans. We serve the terminal truck market through the Capacity brand, the sweeper market through the Lay-Mor brand and the mobility market through the ElDorado Mobility brand. We are a leading producer of small- and medium-sized buses, Type A school buses, transit buses, terminal trucks and street sweepers in the United States. Our products in the Commercial segment include cut-away buses (customized body built on various types and sizes of commercial chassis), transit buses (large municipal buses where we build our own chassis and body), luxury buses (bus-style limo or high-end luxury conversions), street sweepers (three- and four-wheel versions used in road construction activities), terminal trucks (specialized vehicle which moves freight in warehouses or intermodal yards and ports), Type A school buses (small school bus built on commercial chassis), and mobility vans (mini-van converted to be utilized by wheelchair passengers). Within each market segment, we produce a large number of customized configurations to address the diverse needs of our customers.

Our Recreation segment serves the RV market through four principal brands: American Coach, Fleetwood RV, Monaco Coach and Holiday Rambler. We believe these brands are among the longest standing, most recognized brands in the RV industry. Prior to the 2008 recession, as segments of larger public companies, they generated over $2 billion of annual sales in each of the calendar years 2004 and 2005 and represented approximately 36% of the Class A market in calendar year 2005 and an even higher percentage share of just the diesel portion of the Class A market. Under these four brands, REV provides a variety of highly recognized models such as: American Eagle, Dynasty, Discovery, Bounder and Pace Arrow, among others. Our products in the Recreation segment currently include only Class A motorized RVs (motorhomes built on a heavy duty chassis with either diesel or gas engine configurations) and Class C motorized RVs (motorhomes built on a commercial truck or van chassis). The Recreation segment also includes Goldshield Fiberglass, which produces a wide range of custom molded fiberglass products for the RV and broader industrial markets. Within our Recreation segment, we are one of the top producers of Class A diesel and gas motorized RVs with a 15% market share for calendar year-to-date July 2016 and we believe we are the fastest-growing participant in the market place based on market share, with our unit sales growing 22% for calendar year-to-date July 2016 compared to the same period last year. We are focused on recapturing the significant market share which our four principal brands enjoyed prior to 2008.

To enhance our market-leading positions, we continue to focus on new product development across our three segments. New product development is primarily designed to provide our customers with high-quality products that have varied and unique feature sets and product capabilities at attractive price points. We introduced eight new products in fiscal year 2016 to date. We currently have 11 new products in development that we anticipate will be released in fiscal year 2017. In addition to new product development, our businesses are continuously customizing and designing our vehicles to meet individual customers’ needs and applications. In our RV business specifically, our new model design cycle follows similar timelines as the automotive industry, whereby new models and configurations are introduced or upgraded annually.

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Beginning in fiscal year 2016, we are helping our customers obtain third-party financing (purchase or leasing) for their equipment purchases from us. We believe that offering customers finance options to purchase vehicles from us will help REV form a more complete relationship with our customers, help drive incremental vehicle sales and allow us to participate in finance revenue streams from third parties through arrangement fees.

Our Markets

We operate primarily in the United States in the fire and emergency, commercial and recreation markets. For LTM July 30, 2016 our net sales to international markets (including Canada) amounted to $76 million, representing approximately 4% of our overall net sales for the period. We sell internationally through dealers and agents to end markets that utilize U.S.-style chassis and product configurations.

Fire and Emergency Markets

According to industry sources, there were approximately 10,400 fire apparatus and ambulance units shipped in 2015 in the United States and Canada, representing a 10% and 30% increase over the annual industry volumes for 2014 and 2011, respectively. Fire and emergency products are used by municipalities and private contractors to provide essential services such as emergency response, patient transport and fire suppression, among other activities. Nearly all fire apparatus and ambulances are customized in some form; however, they share many common production, sales and component attributes such as similar manufacturing and engineering processes, raw materials (aluminum, lights, wire harnesses, paint and coatings, among others), and dealer-based distribution channels. The sales prices for our fire and emergency products can vary considerably given their highly customized nature, but generally range from $160,000 to $1,200,000 for fire apparatus and from $65,000 to $350,000 for ambulances. Demand is driven primarily by the replacement of in-service fleets, as well as by factors such as a growing aged population and a growing overall population (driving increased patient transportation and emergency response needs), new real estate developments, taller buildings (requiring more aerial vehicles), international airport growth (requiring Federal Aviation Administration-specified ARFF vehicles), and higher municipal funding levels. Local tax revenues are an important source of funding for fire and emergency response departments in addition to Federal grant money and locally raised funding. We estimate that ambulances have useful lives of five to seven years and generally operate on a 24/7 schedule, driving significant annual mileage which ultimately creates a replacement or remount sale as their underlying chassis wears out. We estimate fire apparatus have useful lives of 10 to 30 years and generally operate at lower levels of annual miles driven and, outside of major metropolitan areas, often become obsolete before they wear out. We believe there is significant pent-up replacement demand for fire apparatus and ambulances as annual unit shipment levels since the 2008 recession have remained well below pre-recession averages. As set forth in the charts below, we estimate the cumulative pent-up replacement demand at approximately 15,000 units, which we believe is incremental to ongoing normalized levels of demand.

We believe that a growing aged population, longer life expectancy, urbanization and the increasing use of emergency vehicles for non-critical care transport are all positive trends for the ambulance market. Further, the Patient Protection and Affordable Care Act and the resulting creation of federal and state healthcare exchanges have resulted in broader healthcare insurance coverage nationally, allowing ambulance service providers to realize higher reimbursement rates and increased ambulance utilization levels, as ambulance service providers historically provided care and transport for a significant number of individuals who had limited or no insurance.

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Fire Apparatus	Ambulance
Unit Sales	Unit Sales
Source:   Fire Apparatus Manufacturers’ Association, Management estimates	Source:    National Truck Equipment Association — Ambulance Manufacturers Division, Management estimates

Commercial Markets

REV’s Commercial segment addresses a broad variety of products and end markets. The transit and shuttle bus market includes applications such as airport car rental and hotel/motel shuttles, paramedical transit vehicles for hospitals and nursing homes, tour and charter operations, daycare and student transportation, mobility vans for wheelchair users, and numerous other applications. According to industry sources, shipments of cutaway buses (those buses that are up to 35 feet in length) were approximately 15,000 units in 2015. We believe the commercial bus markets we serve will sustain positive long-term growth supported by growing levels of urbanization which will require increasing commercial bus usage, increased government transportation spending, an aging and growing U.S. population driving demand for shuttle buses and mobility vans, a necessary replacement cycle for public and private bus customers and the introduction of new bus products.

The demand for school buses is driven by the need for student transportation primarily in the United States and Canada. Within this market, we believe important demand drivers are the increasing number of students, the replacement cycle of in-service vehicles, substitution by private contract companies as the provider of student transportation from school districts (thus requiring the purchase of new buses) and legislated replacements. Insurance providers and state legislatures are increasingly requiring replacement of non-conforming vans which often drives a substitution purchase of our Type A product because of its numerous legislated safety features and benefits versus traditional van products. There are more than 14,000 school districts in the United States responsible for operating approximately 500,000 school buses. Approximately 19% of the school buses sold in 2015 were Type A buses, which we produce, and the remainder were Type B and C buses which we do not currently produce.

Terminal truck demand is driven by replacement of in-service fleets, growth in trade and the increased use of intermodal freight services and warehouses. We anticipate ongoing growth in global trade will result in higher future intermodal freight traffic growth. Sweeper demand is also driven by replacement of in-service fleets by contractors and rental companies as well as growth in infrastructure and construction spending. Sweepers are used in various applications within the construction and road and highway infrastructure markets.

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U.S. State and Local Transportation Spending

$ Bn

Source: USGovernmentspending.com

Recreation Markets

The RV industry includes various types and configurations of both motorized and towable RVs of which we currently manufacture and sell Class A (diesel and gas) and Class C motorized RVs. Motorized RVs are self-contained units built on motor vehicle chassis with their own lighting, plumbing, heating, cooking, refrigeration, sewage holding and water storage facilities. Class A RVs are generally constructed on medium-duty chassis which are supplied complete with engine and drivetrain components by major motor vehicle manufacturers. We then design, fabricate and install the living area and driver’s compartment of these motorized RVs. Class C RVs are built on consumer truck or van chassis which include an engine, drivetrain and a finished cab section. We design, fabricate and install the living area to connect to the driver’s compartment and the cab section.

According to the RV Consumer Report from 2011, an industry report published by the University of Michigan, approximately nine million households in the United States own an RV. Motorized RVs are a consumer leisure purchase and therefore factors that drive demand include: consumer wealth (including the value of primary housing residences and the stock market level), consumer confidence, availability of financing and levels of disposable income. We believe end customers tend to be brand-loyal and repeat buyers who make decisions based on brand, quality, product configuration (primarily floorplan design, features and product styling), service availability and experience and price. Lifestyle trends are expected to support the growth of the RV market. We believe RVs are becoming more popular through increased interest in nature-based tourism and a growing preference for adventure travel among the growing urban populations. According to the Recreation Vehicle Industry Association, or RVIA, RV sales will continue to benefit from the aging “baby boomers” as more people enter the primary RV ownership age group of 55 to 70 years old. RVIA estimates that the number of consumers between the ages of 55 and 70 will total 56 million by 2020, 27% higher than in 2010. In addition to the growth tied to aging demographics, there are approximately 45 million active U.S. campers, many of which are outside the aforementioned demographic, representing an opportunity to expand the RV customer base.

We believe the near-term RV industry outlook is positive. Year-over-year sales have increased for four years (2011 to 2015 and continuing through 2016) and participation rates continue to grow, which demonstrates a long-term trend toward RV ownership. In 2015, shipments of motorized RVs exceeded 47,000 units and approximately $3 billion of net sales, which is an increase of approximately 8% and 14%, respectively, compared to 2014 according to RVIA. In particular, approximately 21,950 Class A RVs were shipped in 2015, which represents a volume level that is approximately 40% below the pre-2008 recession historical average of shipped units from 1989 to 2007. Further, this volume level is approximately 53% below the industry’s peak volume in 2004 when approximately 46,000 Class A RV units were shipped. We believe industry volumes of Class A RVs, where REV’s market position is strongest, can recover to be in line with, or in excess of, pre-2008 recession historical averages.

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Motorized RV North American Market Size

Unit 000s

Source: RVIA

RV Participation
U.S. Households that Own RVs (in millions)	RV Ownership % of      U.S. Households
Source:       University of Michigan Study (The RV Consumer in 2011), RVdailyreport.com and U.S. Census Bureau

Our Strengths

We believe we have the following competitive strengths:

Market Leader Across All Segments with a Large Installed Base—We believe we are a market leader in each of the fire and emergency, commercial and recreation vehicle markets. Approximately 72% of our net sales in LTM July 30, 2016 are in markets in which we believe we hold the first or second market share positions. We believe we are the largest manufacturer by unit volume of fire and emergency vehicles in the United States. We also believe our Commercial segment is the #1 producer of small- and medium-sized commercial buses as well as Type A school buses in the United States. We believe we are also a leading producer of transit buses, terminal trucks, mobility vans and street sweepers. Within our Recreation segment, we are one of the top producers of Class A diesel and gas motorized RVs with a 15% market share and we believe we are the fastest growing manufacturer, growing our Class A RV market share by approximately 200 basis point to 15% for calendar year-to-date July 2016 compared to the same period last year.

We estimate that the replacement value of our installed base of approximately 300,000 vehicles across our segments is approximately $33 billion, which we believe is a significant competitive advantage for both new unit

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sales and aftermarket parts and service sales, as brand awareness drives customer loyalty and fleet owners frequently seek to standardize their in-service fleets through repeat purchases of existing brands and product configurations. For example, one of the largest municipal fire departments in the U.S. has its fleet of ambulances standardized on REV branded product configuration and feature sets that satisfy this customer’s unique specifications and standards.

Broad Product Portfolio and Well-Recognized Brands—Our product portfolio is comprised of high-quality vehicles sold under 26 well-established principal vehicle brands that in many instances pioneered their market segments. For example, the first Type A yellow school bus was developed and sold by Collins Bus and the first Type I ambulance was developed and sold by Horton. We believe our product portfolio represents the broadest product offering in our markets and enables us to attract and retain top dealers who in many instances sell multiple REV brands in their territories. Our vehicle platforms are highly customizable and can meet nearly all product specifications demanded by our customers. In each of the markets that we serve, we believe our brands are among the most recognized in the industry, representing performance, quality, reliability, durability, technological leadership and superior customer service.

Selling into Attractive, Growing End Markets—Each of our segments serves end markets that are supported by what we believe to be favorable, long-term demographic, economic and secular trends. We believe that the growing aged population in the United States will increase demand for products across all of our segments, as older demographics are a key demand driver for products such as emergency vehicles, mobility vans and RVs. In the Fire & Emergency segment, increasing legislated changes requiring shorter replacement cycles will create a source of recurring demand for our products as in-service vehicles achieve mileage or age limits. Additionally, fire and emergency vehicle purchases fell below historical replacement rates following the 2008 recession, and we estimate the cumulative pent-up replacement demand is approximately 15,000 units, which represents 144% of the total unit sale volume in the United States and Canada in 2015. Our Commercial segment is poised to grow as a result of increasing urbanization within the United States which will require greater use of commercial buses. We believe demand for our school buses and our fire and emergency vehicles will grow with increasing state and local government spending. In addition, we believe our RV segment is poised for long-term growth driven by increased RV participation rates and market unit recoveries to historical average levels. Additionally, we believe the current U.S. camper base of 45 million people represents an opportunity to expand the RV customer base. Though our net sales are primarily derived from sales in the United States, similar positive market dynamics exist in other parts of the world providing an opportunity for future global growth in each of our segments. Only approximately 4% of our net sales in LTM July 30, 2016 were from sales to customers outside the United States.

Unique Scale and Business Model—As the only manufacturer of specialty vehicles across all three of our product segments and one of the largest participants in our markets by net sales, we enjoy a unique position relative to many of our competitors that we believe provides a competitive advantage and an enhanced growth profile. Many of our products contain similar purchased components, such as chassis, engines, lighting, wiring and other commodities which increase our leverage with and relevance to key suppliers. The operational processes across our different products are based on common elements, such as chassis preparation and production, body fabrication, product assembly and painting which allow us to develop best practices across our manufacturing system and implement those processes to drive operational efficiency. Our platform also allows us to leverage the combined engineering resources and product development resources from our broad network to bring new products, features and customer specific customization to market faster. Our business model makes us more desirable to our distribution channel partners as we are able to provide them with a full line of products to address their customers’ needs across a wider variety of price and product feature elements which gives them the opportunity to sell to a larger customer base and grow their sales and earnings. Additionally, our scale allows us to more efficiently amortize investments in service locations, parts sales infrastructure and information technology tools, among others.

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Business Model Produces Highly Attractive Financial Characteristics—Our core production processes are primarily design, engineering, component integration and assembly in nature, creating a business model that produces attractive financial characteristics such as a highly variable cost structure, low levels of maintenance capital expenditures as a percentage of net sales, attractive levels of return on invested capital and strong revenue visibility. We estimate that across all three of our segments, 85% of our cost of goods sold are variable in nature. In addition, our selling, general and administrative expenses are primarily comprised of salaried payroll expenses which we structure efficiently around the level of demand in our markets. Over the last three completed fiscal years, our capital expenditures, as a percentage of net sales, has totaled less than 1%. As a result of low levels of capital investments required and efficient use of working capital (including the taking of deposits in certain of our markets), we believe that our business produces attractive returns on invested capital. Finally, our business carries a high-quality backlog which enables strong visibility into future net sales which ranges from two to nine months depending on the product and market. This visibility into future production needs and net sales enables us to more effectively plan and predict our business.

Experienced Consolidator with Proven Ability to Integrate Acquisitions and Drive Business Improvement—Throughout our history, we have complemented organic growth with strategic acquisitions, resulting in meaningful cost and commercial synergies and accelerated growth. Over the last ten years, we have completed nine acquisitions across our Fire & Emergency, Commercial and Recreation segments and continue to actively consider future potential acquisitions that complement and expand our current product portfolio. Our scale and plant network, strong end market positions, access to low cost capital and reputation as an active and effective strategic acquirer, position us favorably to continue to grow and enhance value through strategic acquisitions. The specialty vehicle market is highly fragmented with a large number of smaller producers within our existing markets as well as in new markets where we believe there would be synergies with REV. Our management team is highly experienced in integrating and improving the businesses we acquire, as evidenced by the improved financial performance of many of our acquisitions under our ownership. We believe all of these attributes position REV as an acquirer of choice in the specialty vehicles market.

The Evolution of REV

Experienced Management Team with Proven Track Record—Our management team has an average of 28 years of industry experience, and a demonstrated track record of managing and growing publicly-traded industrial businesses. From fiscal year 2014 to LTM July 30, 2016, our management team has increased net income from $1.5 million to $31 million and Adjusted EBITDA from $62 million to $117 million, respectively,

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while expanding operating income and Adjusted EBITDA margins approximately 220 basis points and 279 basis points, respectively, over the same period. In addition to accomplishments at REV, key members of our leadership team have also had success in other public industrial companies such as Bucyrus International, Inc. and The Manitowoc Company Inc., among others.

Our Growth Strategies

We plan to pursue several strategies to grow our earnings, expand our market share and further diversify our revenue stream, including:

Drive Margin Expansion Through Controllable Operational Initiatives—Our focus on driving operational improvement initiatives across the organization has enabled the increase of our operating income and Adjusted EBITDA margins by 210 basis points and 279 basis points, respectively, from fiscal year 2014 to LTM July 30, 2016. Our initiatives have also resulted in improved safety results, as measured by the 37% decrease in our total recordable incident rate for the nine months ended July 30, 2016 versus the same period in the prior fiscal year. We have achieved these improvements as a result of successfully implementing lean manufacturing initiatives across the organization, consolidating procurement functions, centralizing certain commercial decision making, reducing cost of quality, improving operational and safety performance and improving the total life-cycle value proposition for our customers. We believe we have established an enterprise-wide culture focused on continuous improvement, implementing measurable performance targets and sharing of best practices across the entire organization. Our Fire & Emergency segment had an LTM July 30, 2016 Adjusted EBITDA margin of 11% and we are targeting to increase Adjusted EBITDA margins for our Commercial and Recreation segments to similar levels over time, as well as further enhance Adjusted EBITDA margins in our Fire & Emergency segment. We continuously strive to identify and act on additional profitability improvement initiatives in many of our business units.

Develop Innovative New Customer Offerings—Due to the specific customer requirements for our products, we are continually enhancing and customizing our product offerings by introducing new features to enhance customer utility across a variety of price points. We seek to expand our addressable market by developing innovative products and services that extend our market leading combination of features, performance, quality and price to new customer bases, new markets or new segments of existing markets. We introduced eight new products in fiscal year 2016. We currently have 11 new products in development that are expected to be released in fiscal year 2017. We believe our process of constant innovation will not only help us increase net sales but also achieve lower costs and generate higher margins as our new products are frequently designed to leverage existing procurement relationships and for ease of manufacturability. In addition, there are multiple natural product adjacencies where REV has valuable brand equity, leading technology and cost positions where we believe we can generate strong demand for new products. For example, we recently introduced a new M1 Ambulance under the Frontline brand in fiscal year 2016 to address a lower specification segment of the ambulance market. We introduced the Sabre terminal truck in 2015, which provided a new cab design and feature set while improving manufacturability for REV as a result of improved design features such as a weldless frame. By delivering innovative new customer offerings and customizations, we believe we can grow our net sales and market share.

Enhance Sales and Distribution Model—We believe that we are an attractive specialty vehicle OEM partner for dealers due to the breadth and quality of our product offerings, our brand recognition, our ability to produce products at varied price and feature points, as well as our aftermarket support capabilities. We intend to continue to leverage this strength to enhance our distribution network through selectively adding dealers in new territories, strengthening dealers in our existing network and expanding our direct sales and service capabilities in targeted markets. Our goal is to partner with the leading dealers in each market and to provide the necessary resources to ensure our partner dealers can best position REV products to compete successfully within their regions. We will also continue to optimize our go-to-market channel strategy (e.g., distribution or direct sale) based on the specific

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market dynamics and customer composition by region. We have historically focused on customers within the United States; however, we believe there is demand internationally for our products and we also seek to expand our distribution globally.

Accelerate Aftermarket Growth—Our end users’ large in-service fleets create strong demand for aftermarket parts in order to keep vehicles running and to support their residual value. We estimate the size of our installed base’s aftermarket parts market opportunity to be approximately $800 million annually, with significant importance placed on timely parts availability given the high cost of vehicle downtime. We have formalized an aftermarket strategy and are investing in building out capabilities to take advantage of this significant, high margin opportunity across our segments. We have created a dedicated management team to oversee our aftermarket business, and are centralizing our aftermarket parts and services business to broaden market coverage and ensure parts availability while reducing lead time. We are establishing a web-based technology platform to provide our customers with real time data on parts availability and pricing. We are also making substantial investments in our services network infrastructure including over $21 million in fiscal years 2015 and 2016 for the establishment of new RTCs across the United States, development of our parts system infrastructure and the expansion of capacity across several existing service locations. We believe we are well positioned to provide the most extensive and integrated service support network to our end customers and dealer partners.

Pursue Value Enhancing Acquisitions—We seek to pursue acquisitions which enhance our existing market positions, gain us entry to new products or markets and achieve our targeted financial returns. We have a long history of acquisitions with nine transactions completed over the past 10 years. Given our leadership positions within our markets and our existing facility, service and distribution network, we believe we have many inherent advantages in making acquisitions and have demonstrated the ability to successfully identify, execute and integrate acquisitions while realizing synergies. We believe that we have a clear acquisition strategy in place, targeting acquisitions with significant synergies to drive long-term value creation for shareholders. We will seek acquisitions of companies with strong brands and complementary products and distribution networks that align well with our aftermarket strategies and provide strong synergies with our existing business. In addition, we will target acquisitions which further diversify or broaden our product offerings and geographic reach, and simultaneously produce attractive financial returns.

Summary Risk Factors

An investment in shares of our common stock involves a high degree of risk. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, you should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in the shares of common stock. Among these important risks are the following:

• The impact of economic factors and adverse developments in economic conditions;

• The seasonal nature of the markets in which we operate;

• Disruptions in the supply of vehicle chassis or other critical materials;

• Our ability to compete with other participants in the end markets we serve;

• Our ability to successfully identify and integrate acquisitions;

• Our business has certain working capital requirements, and a decline in operating results may have an adverse impact on our liquidity position;

• The realization of contingent obligations;

• Increases in the price of commodities or impact of currency value fluctuations on the cost or price of our products;

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• Our inability to successfully manage the implementation of a Company-wide enterprise resource planning system;

• Our reliance on the performance of dealers;

• The availability and terms of financing available to dealers and retail purchasers;

• Our ability to retain and attract senior management and key employees;

• Vehicle defects, delays in new model launches, recall campaigns, or increased warranty costs;

• Cancellations, reductions or delays in customer orders;

• The impact of federal, state and local regulations governing our products;

• Unforeseen or recurring operational problems at any of our facilities;

• Federal and local government spending levels;

• Our operations and the industries in which we operate are subject to governmental laws and regulations, including relating to environmental, health and safety matters;

• The influence of AIP over us after this offering, including its contractual right to nominate a majority of our directors and other contractual rights;

• Changes to tax laws or exposure to additional tax liabilities;

• Failure to maintain the strength and value of our brands; and

• Our being a “controlled company” within the meaning of the                rules and, as a result, qualifying for, and intending to rely on, exemptions from certain corporate governance requirements.

Our Equity Sponsor

Our primary equity holders are funds and an investment vehicle associated with AIP, which indirectly own approximately 90% of our voting equity prior to giving effect to this offering. AIP is an operations and engineering-focused private equity firm headquartered in New York, New York, that has been investing in the industrial middle market for over 27 years. AIP invests when it believes it can significantly improve the underlying business’ performance through the implementation of an operating agenda to grow earnings and value—a “business building” investment strategy. As of July 30, 2016, AIP’s assets under management were $3.3 billion from three current funds on behalf of leading pension, endowment and financial institutions.

Corporate Information

REV Group, Inc. is a privately-owned corporation organized under the laws of the state of Delaware. Prior to November 1, 2015, the Company was known as Allied Specialty Vehicles, Inc. Our principal executive offices are located at 111 East Kilbourn Avenue, Suite 2600, Milwaukee, Wisconsin 53202. Our telephone number at that address is (414) 290-0190. Our website address is www.revgroup.com. The information on, or that can be accessed through, our website is not part of this prospectus, and you should not rely on any such information in making the decision whether to purchase shares of our common stock.

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THE OFFERING

Common stock offered by us                  shares.

Common stock to be outstanding after this offering                  shares.

Option to purchase additional shares The underwriters have an option for a period of 30 days to purchase from the selling stockholders up to             additional shares of our common stock at the initial offering price less the underwriting discount.

Use of proceeds We estimate that the net proceeds from this offering of our common stock will be approximately $        million at an assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us. We intend to use the net proceeds of this offering as follows: (i) first, to redeem in full our outstanding 8.500% senior secured notes due 2019 (the “Senior Secured Notes”) and pay the related call premium and (ii) second, to use the remaining proceeds, if any, to repay up to $        million aggregate principal amount of loans under our senior secured asset-based lending revolving credit and guaranty agreement (the “ABL Facility”) and for general and administrative expenses, capital expenditures, working capital and other general corporate purposes.

We will not receive any proceeds from the sale of shares by the selling stockholders if the underwriters exercise their option to purchase additional shares of common stock. See “Use of Proceeds.”

Dividend policy Following the completion of this offering and subject to legally available funds, we intend to pay a          cash dividend at a rate initially equal to             per share on our common stock, commencing in the          quarter of fiscal year          .. The declaration, amount and payment of any future dividends will be at the sole discretion of our Board of Directors and we may reduce or discontinue entirely the payment of such dividends at any time. See “Dividend Policy.”

Risk factors You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

Proposed              symbol “REVG”

Unless we specifically state otherwise or the context otherwise requires, the number of shares of common stock to be outstanding after this offering is based on                  shares of common stock outstanding as of                 , 2016 and does not give effect to or reflect the issuance of:

•             shares of common stock issuable upon exercise of stock options outstanding as of July 30, 2016 at a weighted average exercise price of $        per share, including          stock options that will vest upon completion of this offering as described under “Management’s Discussion and Analysis—Factors Affecting Our Performance—Stock Compensation Expense”; or

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•             shares of common stock reserved for future issuance under our equity incentive plan as of July 30, 2016.

Unless we specifically state otherwise or the context otherwise requires, this prospectus reflects or assumes the following:

• the                -for-one stock split of our common stock has been completed;

• the adoption of our amended and restated certificate of incorporation and our amended and restated bylaws, to be effective upon the closing of this offering;

• the reclassification of our outstanding Class A common stock and Class B common stock into one class of common stock that we will complete concurrently with the completion of the offering as described under “Description of Capital Stock—Reclassification of Class A and Class B Common Stock”;

• the reclassification of contingently redeemable common stock to stockholders’ equity resulting from the expiration of the employee shareholders’ put options upon the completion of this offering; and

• no exercise by the underwriters of their option to purchase from the selling stockholders up to             additional shares of our common stock in this offering.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following table summarizes our consolidated financial data. The summary consolidated financial data for the fiscal years ended October 31, 2015, 2014 and 2013 are derived from our audited consolidated financial statements appearing elsewhere in this prospectus. The summary consolidated financial data for the nine months ended July 30, 2016 and August 1, 2015 are derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus. We have prepared the unaudited consolidated financial information set forth below on the same basis as our audited consolidated financial statements and have included all adjustments, consisting of only normal recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for such periods.

The following table also includes summary unaudited pro forma financial information that gives effect to this offering and the use of proceeds from this offering to redeem in full all $200 million aggregate principal amount of our outstanding senior secured notes (the “Senior Secured Notes”) and pay the related call premium and repay approximately $        million aggregate principal amount of loans under our ABL Facility, as if such transactions had occurred on July 30, 2016 with respect to our consolidated balance sheet data and as if such transactions had occurred on November 1, 2014 with respect to our consolidated statements of operations data.

The results for any interim period are not necessarily indicative of the results that may be expected for a full year. Additionally, our historical results are not necessarily indicative of future results. Our historical share information gives effect to the reclassification that we will complete concurrently with the completion of the offering as described in “Description of Capital Stock—Reclassification of Class A and Class B Common Stock.” The summary historical consolidated data presented below should be read in conjunction with the sections entitled “Risk Factors,” “Selected Historical Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes and other financial data appearing elsewhere in this prospectus.

	Pro Forma Nine Months Ended July 30, 2016(1)	Nine Months Ended				Pro Forma Fiscal Year Ended October 31, 2015(1)	Fiscal Year Ended October 31,
		July 30, 2016		August 1, 2015			2015		2014		2013
(in thousands except per share data)
Net sales		$	1,381,247	$	1,272,052		$	1,735,081	$	1,721,116	$	1,173,051
Cost of sales			1,223,635		1,145,786			1,553,127		1,557,877		1,055,743
Gross profit			157,612		126,266			181,954		163,239		117,308
Operating expenses:
Selling, general and administrative			97,901		75,429			102,309		111,820		88,618
Research and development costs			3,763		4,744			5,106		8,275		1,863
Restructuring(2)			2,807		3,268			3,869		3,376		11,178
Amortization of intangibles			6,948		6,438			8,586		8,790		6,159
Total operating expenses			111,419		89,879			119,870		132,261		107,818
Operating income			46,193		36,387			62,084		30,978		9,490
Interest expense			20,828		20,851			27,272		26,195		23,222
Gain on bargain purchase(3)			—		—			—		—		(36,495	)
Loss on debt extinguishment(4)			—		—			—		—		9,220
Income before provision (benefit) for income taxes			25,365		15,536			34,812		4,783		13,543
Provision (benefit) for income taxes			7,254		5,170			11,935		3,295		(11,483	)
Net income		$	18,111	$	10,366		$	22,877	$	1,488	$	25,026

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	Pro Forma Nine Months Ended July 30, 2016(1)	Nine Months Ended				Pro Forma Fiscal Year Ended October 31, 2015(1)	Fiscal Year Ended October 31,
		July 30, 2016		August 1, 2015			2015		2014		2013
Basic Earnings Per Share:
Weighted-average shares of common stock outstanding(5)
Basic
Diluted
Earnings per share of common stock(5)
Basic
Diluted
Pro Forma Earnings Per Share:
Pro forma weighted-average shares of common stock outstanding(6)
Basic			—		—			—		—		—
Diluted			—		—			—		—		—
Pro forma earnings per share of common stock(6)
Basic			—		—			—		—		—
Diluted			—		—			—		—		—

	Nine Months Ended						Fiscal Year Ended October 31,
	July 30, 2016			August 1, 2015			2015			2014			2013
($ in thousands)
Other Financial Data:
Capital expenditures	$	30,566		$	8,750		$	15,430		$	12,067		$	9,110
Adjusted EBITDA(7)		85,219			57,995			90,126			61,513			44,038
Adjusted EBITDA Margin(7)		6.2	%		4.6	%		5.2	%		3.6	%		3.8	%
Adjusted Net Income(7)		36,109			19,139			34,017			14,457			9,620
Backlog(8)		870,851			660,358			702,839			701,176			622,000
	As of July 30, 2016
	Pro Forma(1)			Actual
(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$			$	17,266
Property, plant and equipment, net					134,474
Total assets					931,003
Total liabilities					682,986
Contingently redeemable common stock					16,099
Total shareholders’ equity					231,918

(1) Pro forma results give effect to the sale by us of                  shares of common stock in this offering, assuming an initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discount and estimated offering expenses payable by us and the application of the net proceeds to be received by us from this offering as described in “Use of Proceeds,” as if such transactions had occurred on July 30, 2016 with respect to our consolidated balance sheet data and as if such transactions had occurred on November 1, 2014 with respect to our consolidated statements of operations data. The pro forma adjustments to our consolidated statements of operations data represent a decrease of $        million and $        million of interest expense for the nine months ended July 30, 2016 and fiscal year 2015, respectively, and a loss on debt extinguishment which includes the write off of $        and $        million of previously capitalized debt issuance costs, the write off of the remaining unamortized debt discount of $        million and $        million and call premium of $        million and $        million related to the Senior Secured Notes for the nine months ended July 30, 2016 and fiscal year 2015, respectively. Pro forma results also give effect to the reclassification of contingently redeemable common stock to stockholders’ equity resulting from the expiration of the employee shareholders’ put options upon the completion of this offering.

(2) Restructuring costs incurred in fiscal year 2013 include severance and relocation costs, related to the relocation of Navistar RV (since renamed Monaco RV (“MRV”)) manufacturing to Decatur, Indiana, and the relocation of manufacturing of the assets of SJC Industries, Inc. (“SJC”) to

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Winter Park, Florida. Restructuring costs incurred in fiscal year 2014 represent costs related to the MRV and SJC acquisitions, and include $3.4 million of personnel costs including severance, stay bonuses, vacation and dealer and distributor reassignment, and $4.1 million of costs to dispose of inventory for discontinued products through discounted sales and returning material to vendors at a discount. Restructuring costs related to inventory are recognized as a component of cost of sales in the Company’s consolidated statements of operations.

Restructuring costs incurred in fiscal year 2015 and the nine months ended July 30, 2016 are related to the Company’s restructuring of its management functions (including the move of its corporate headquarters from Orlando, Florida to Milwaukee, Wisconsin) and various product lines including, but not limited to, severance and discontinued product costs. Restructuring costs in fiscal year 2015 includes $3.9 million of personnel costs including severance, stay bonuses, vacation and other benefits, and $0.8 million of inventory obsolescence reserves for discontinued product lines, which are recognized as a component of cost of sales in the Company’s consolidated statements of operations.

(3) Bargain purchase gains related to the acquisitions of MRV, the assets of SJC and the commercial bus businesses of Thor Industries, Inc. (the “Thor Bus Acquisition” and, together with the acquisition of MRV and SJC, the “2013 Acquisitions”).

(4) On October 21, 2013, the Company issued $200 million of Senior Secured Notes maturing on November 1, 2019 and entered into the ABL Facility for $150 million to pay off existing indebtedness and pay a portion of the purchase price for the Thor Bus Acquisition. In connection with this refinancing, the Company recognized a loss on debt extinguishment of $9.2 million, which was comprised of prepayment fees and the write-off of previously capitalized debt issuance costs.

(5) A reconciliation of the denominator used in the calculation of basic and diluted earnings per common share is as follows:

	Nine Months Ended		Fiscal Year Ended October 31,
	July 30, 2016	August 1, 2015	2015	2014	2013
Basic weighted-average shares of common stock outstanding
Dilutive stock options
Diluted weighted-average shares of common stock outstanding

(6) The denominator used in the calculation of the pro forma basic and diluted earnings per common share gives effect to the sale by us of                  shares of common stock in this offering. A reconciliation of the denominator used in the calculation of the pro forma basic and diluted earnings per common share is as follows:

	Nine Months Ended		Fiscal Year Ended October 31,
	July 30, 2016	August 1, 2015	2015	2014	2013
Basic weighted-average common shares outstanding
Dilutive stock options
Diluted weighted-average common shares outstanding

(7) In considering the financial performance of the business, management analyzes the primary financial performance measures of Adjusted EBITDA and Adjusted Net Income. Adjusted EBITDA is defined as net income for the relevant period before depreciation and amortization, interest expense and provision (benefit) for income taxes, as adjusted for certain items described below that we believe are not indicative of our ongoing operating performance. Adjusted Net Income is defined as net income, as adjusted for certain items described below that we believe are not indicative of our ongoing operating performance. Neither Adjusted EBITDA nor Adjusted Net Income is a measure defined by GAAP. The most directly comparable GAAP measure to EBITDA, Adjusted EBITDA and Adjusted Net Income is net income for the relevant period.

Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by total net sales.

We believe Adjusted EBITDA and Adjusted Net Income are useful to investors and are used by our management for measuring profitability because they exclude the impact of certain items which we believe have less bearing on our core operating performance. We believe that utilizing Adjusted EBITDA and Adjusted Net Income allow for a more meaningful comparison of operating fundamentals between companies within our markets by eliminating the impact of capital structure and taxation differences between the companies. To determine Adjusted EBITDA, we further adjust net income for the following non-cash items: depreciation and amortization, non-cash stock-based compensation expense and non-cash purchase accounting.

We also adjust for exceptional items which are determined to be those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence, which include non-cash items and items settled in cash. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. This is consistent with the way that financial performance is measured by management and reported to our Board of Directors, assists in providing a meaningful analysis of our operating performance and used as a measurement in incentive compensation for management.

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Adjusted EBITDA and Adjusted Net Income have limitations as analytical tools. These are not presentations made in accordance with GAAP, nor are they measures of financial condition and they should not be considered as an alternative to net income or net loss for the period determined in accordance with GAAP. Adjusted EBITDA and Adjusted Net Income are not necessarily comparable to similarly titled measures used by other companies. As a result, you should not consider this performance measure in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with GAAP. Moreover, such measures do not reflect:

• our cash expenditures, or future requirements for capital expenditures or contractual commitments;

• changes in, or cash requirements for, our working capital needs;

• the cash requirements necessary to service interest or principal payments on our debt and, in the case of Adjusted EBITDA, excluding interest expense; and

• the cash requirements to pay our taxes and, in the case of Adjusted EBITDA, excluding income tax expense.

The following table reconciles net income to Adjusted EBITDA for the periods presented:

	Nine Months Ended				Fiscal Year Ended October 31,
(in thousands)	July 30, 2016		August 1, 2015		2015		2014		2013
Net income	$	18,111	$	10,366	$	22,877	$	1,488	$	25,026
Depreciation and amortization		17,115		14,230		19,084		18,901		14,377
Interest expense		20,828		20,851		27,272		26,195		23,222
Provision (benefit) for income taxes		7,254		5,170		11,935		3,295		(11,483	)
EBITDA		63,308		50,617		81,168		49,879		51,142
Transaction expenses(a)		1,581		—		—		1,166		6,378
Sponsor expenses(b)		150		565		1,069		2,093		750
Restructuring costs(c)		2,807		4,051		4,652		7,516		11,178
Stock-based compensation expense(d)		12,298		2,762		3,237		859		265
Loss on early extinguishment of debt(e)		—		—		—		—		9,220
Non-cash purchase accounting(f)		697		—		—		—		1,600
Bargain purchase gain(g)		—		—		—		—		(36,495	)
Impact of KME acquisition(h)		4,378		N/A		N/A		N/A		N/A
Adjusted EBITDA	$	85,219	$	57,995	$	90,126	$	61,513	$	44,038

(a) Reflects costs incurred in connection with business acquisitions.

(b) Reflects the reimbursement of expenses to AIP, the Company’s primary equity holder.

(c) Restructuring costs incurred in fiscal year 2013 include severance and relocation costs, related to the relocation of MRV manufacturing to Decatur, Indiana, and the relocation of manufacturing of the assets of SJC to Winter Park, Florida. Restructuring costs incurred in fiscal year 2014 represent costs related to the MRV and SJC acquisitions, and include $3.4 million of personnel costs including severance, stay bonuses, vacation and dealer and distributor reassignment, and $4.1 million of costs to dispose of inventory for discontinued products through discounted sales and returning material to vendors at a discount. Restructuring costs related to inventory are recognized as a component of cost of sales in the Company’s consolidated statements of operations.

Restructuring costs incurred in fiscal year 2015 and the nine months ended July 30, 2016 are related to the Company’s restructuring of its management functions (including the move of its corporate headquarters from Orlando, Florida to Milwaukee, Wisconsin) and various product lines including, but not limited to, severance and discontinued product costs. Restructuring costs in fiscal year 2015 includes $3.9 million of personnel costs including severance, stay bonuses, vacation and other benefits, and $0.8 million of inventory obsolescence reserves for discontinued product lines, which are recognized as a component of cost of sales in the Company’s consolidated statements of operations.

(d) Reflects expenses associated with stock-based compensation. Stock-based compensation expenses during the nine months ended July 30, 2016 included $10.2 million pertaining to stock options to former employees that were expensed during the period and paid by the Company.

(e) On October 21, 2013, the Company issued $200 million of Senior Secured Notes maturing on November 1, 2019 and entered into the ABL Facility for $150 million to pay off existing indebtedness and pay a portion of the purchase price for the Thor Bus Acquisition. In connection with this refinancing, the Company recognized a loss on debt extinguishment of $9.2 million, which was comprised of prepayment fees and the write-off of previously capitalized debt issuance costs.

(f) For fiscal year 2013, reflects non-cash expenses related to inventory write-ups resulting from the application of purchase accounting in connection with acquired inventory in the 2013 Acquisitions. For the nine months ended July 30, 2016, reflects the amortization of the difference between the book value and fair market value of certain acquired inventory which was sold.

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(g) Bargain purchase gains related to the 2013 Acquisitions.

(h) Reflects management’s estimate of Adjusted EBITDA of KME for the period of time from the beginning of the Company’s fiscal year 2016 through the date of acquisition in April 2016.

The following table reconciles net income to Adjusted Net Income for the periods presented:

	Nine Months Ended						Fiscal Year Ended October 31,
(in thousands)	July 30, 2016			August 1, 2015			2015			2014			2013
Net income	$	18,111		$	10,366		$	22,877		$	1,488		$	25,026
Amortization of intangibles		6,948			6,438			8,585			8,790			6,159
Transaction expenses(a)		1,581			—			—			1,166			6,378
Sponsor expenses(b)		150			565			1,069			2,093			750
Restructuring costs(c)		2,807			4,051			4,652			7,516			11,178
Stock-based compensation expense(d)		12,298			2,762			3,237			859			265
Loss on early extinguishment of debt(e)		—			—			—			—			9,220
Non-cash purchase accounting(f)		697			—			—			—			1,600
Bargain purchase gain(g)		—			—			—			—			(36,495	)
Impact of KME acquisition(h)		2,953			N/A			N/A			N/A			N/A
Income tax effect of adjustments(i)		(9,436	)		(5,043	)		(6,403	)		(7,455	)		(14,461	)
Adjusted Net Income	$	36,109		$	19,139		$	34,017		$	14,457		$	9,620

(a) Reflects costs incurred in connection with business acquisitions.

(b) Reflects the reimbursement of expenses to AIP, the Company’s primary equity holder.

(c) Restructuring costs include severance and relocation costs, related to the relocation of MRV manufacturing to Decatur, Indiana, and the relocation of manufacturing of the assets of SJC to Winter Park, Florida. Restructuring costs incurred in fiscal year 2014 represent costs related to the MRV and SJC acquisitions, including but not limited to personnel costs including severance, stay bonuses, vacation and dealer and distributor reassignments.

Restructuring costs incurred in fiscal year 2015 and the nine months ended July 30, 2016 are related to the Company’s restructuring of its management functions (including the move of its corporate headquarters from Orlando, Florida to Milwaukee, Wisconsin) and various product lines including, but not limited to, severance and discontinued product costs. Restructuring costs in fiscal year 2015 includes $3.9 million of personnel costs including severance, stay bonuses, vacation and other benefits, and $0.8 million of inventory obsolescence reserves for discontinued product lines, which are recognized as a component of cost of sales in the Company’s consolidated statements of operations.

(d) Reflects expenses associated with stock-based compensation. Stock-based compensation expenses during the nine months ended July 30, 2016 included $10.2 million pertaining to stock options to former employees that were expensed during the period and paid by the Company.

(e) On October 21, 2013, the Company issued $200 million of Senior Secured Notes maturing on November 1, 2019 and entered into the ABL Facility for $150 million to pay off existing indebtedness and pay a portion of the purchase price for the Thor Bus Acquisition. In connection with this refinancing, the Company recognized a loss on debt extinguishment of $9.2 million, which was comprised of prepayment fees and the write-off of previously capitalized debt issuance costs.

(f) For fiscal year 2013, reflects non-cash expenses related to inventory write-ups resulting from the application of purchase accounting in connection with acquired inventory in the 2013 Acquisitions. For the nine months ended July 30, 2016, reflects the amortization of the difference between the book value and fair market value of certain acquired inventory which was sold.

(g) Bargain purchase gains related to the 2013 Acquisitions.

(h) Reflects management’s estimate of pre-tax income of KME for the period of time from the beginning of the Company’s fiscal year 2016 through the date of acquisition in April 2016, as offset by $0.4 million in additional interest expense assuming the acquisition had occurred on November 1, 2015.

(i) Tax effect of adjustments using a 36.5% effective tax rate except for certain transaction expenses and the bargain purchase gain in fiscal year 2013 which do not have an income tax effect.

(8) “Backlog” represents orders received from dealers or directly from end customers. Backlog does not include purchase options or verbal orders.

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RISK FACTORS

Investing in shares of our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes appearing elsewhere in this prospectus, before deciding to invest in shares of our common stock. If any of the following risks actually occurs, our business, prospects, operating results and financial condition could suffer materially, the trading price of shares of our common stock could decline and you could lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

Risks Relating to Our Business

Our business is affected by economic factors and adverse developments in economic conditions could have an adverse effect on the demand for our products and the results of our operations.

Our business is impacted by the U.S. economic environment, employment levels, consumer confidence, changes in interest rates and instability in securities markets around the world, among other factors. In particular, changes in the U.S. economic climate could result in reduced demand in key end markets.

Motorized recreational vehicle (“RV”) purchases are discretionary in nature and therefore sensitive to wholesale and retail financing, consumer confidence, unemployment levels, disposable income and changing levels of consumer home equity. These factors result in RVs being discretionary purchases. The 2008 recession caused consumers to reduce their discretionary spending, which negatively affected our sales volumes for RVs. Terminal truck sales volumes are also impacted by economic conditions and industrial output, as these factors impact our end-market customers for these products, which include shipping ports, trucking/distribution hubs and rail terminal operators. Although RV and terminal truck sales have increased in recent years, these markets are affected by U.S. and global general economic conditions, which create risks that future economic downturns will further reduce consumer demand and negatively impact our sales.

While less economically sensitive than the Recreation segment, our Fire & Emergency and Commercial segments are also impacted by the overall economic environment. Local tax revenues are an important source of funding for fire and emergency response departments. Reduced municipal tax revenues resulting from the 2008 recession led to a decline in these markets. As fire and emergency apparatus and school buses are typically a larger cost item for municipalities and their service life is very long, their purchase is more deferrable. This can result in cyclicality in certain of our end markets, which in turn may result in fluctuations in our sales and results of operations.

In addition, while we estimate that there is significant pent-up replacement demand in certain of our end markets, that estimate has not been independently verified and is based on certain assumptions that may not prove to be accurate. As a result, these estimates could differ materially from actual demand and, to the extent the increase in demand is attributable to pent-up demand rather than overall economic growth, future sales may lag behind improvements in general economic conditions.

A decrease in employment levels, consumer confidence or the availability of financing, other adverse economic events, or the failure of actual demand for our products to meet our estimates, could negatively affect the demand for our products. Any decline in overall customer demand in markets in which we operate could have a material adverse effect on our operating performance.

Some of the markets in which we compete are seasonal, which results in fluctuations in sales and results of operations.

We have experienced, and expect to continue to experience, significant variability in sales, production and net income as a result of seasonality in our Recreation segment. Since RVs are used primarily by vacationers and

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campers, demand in the RV industry generally declines during the fall and winter months, while sales and profits are generally highest during the spring and summer months. Dealer demand and buying patterns may impact the timing of shipments from one quarter to another. In addition, severe weather conditions in some geographic areas may delay the timing of shipments from one quarter to another. Consequently, the results for any annual or quarterly prior period may not be indicative of results for any future annual or quarterly period.

Certain of our other products, such as school buses, have also historically been, and are expected to continue to be, seasonal. This seasonality has an impact on the comparability of our quarterly results. Moreover, weak macroeconomic conditions can adversely affect demand for certain of our products and lead to an overall aging of product fleets beyond a typical replacement cycle. During economic downturns that would result in lower demand of our vehicles, we may find it necessary to reduce production line rates and employee headcount. An economic downturn may reduce, and in the past has reduced, demand in all of our segments, resulting in lower sales volumes, lower prices and decreased operating profits or losses. Additionally, our business is subject to seasonal and other fluctuations. In particular, we have historically experienced higher sales during the third quarter and fourth quarter versus the first quarter and second quarter during each fiscal year. This seasonality is caused primarily by school districts ordering more school buses prior to the beginning of a school year, the consumer buying habits for RVs, municipal spending and budget cycles, the impact of travel and construction in the summer months, as well as how certain seasonal months aggregate into our fiscal quarters which are different than calendar quarters. Our ability to meet customer delivery schedules is dependent on a number of factors including, but not limited to, access to components and raw materials, an adequate and capable workforce, assembling/engineering expertise for certain projects and sufficient manufacturing capacity. The availability of these factors may in some cases be subject to conditions outside of our control. A failure to deliver in accordance with our performance obligations may result in financial penalties under certain of our contracts and damage to existing customer relationships, damage to our reputation and a loss of future bidding opportunities, which could cause the loss of future business and could negatively impact our financial performance.

A disruption, termination or alteration of the supply of vehicle chassis or other critical components from third-party suppliers could materially adversely affect the sales of our products.

Our sales and our manufacturing processes depend on the supply of manufactured vehicle chassis and other critical components such as engines, transmissions and axles from major auto manufacturers and other original equipment manufacturers (“OEMs”), including Allison Transmission, Chrysler, Cummins, Ford, Freightliner, General Motors, Navistar and Volvo, among others. For the standardized, mass-produced chassis models, we convert the chassis for our customers under approved “authorized converter” agreements with the OEMs. We have tailored our products and processes to the specifications of these OEM agreements, and have built customer expectations and planning around these designs. We are therefore reliant on a consistent supply of chassis and the maintenance of our status as “approved converters” in order to maintain our sales. If these manufacturers experience production delays, we may receive a lower allocation of chassis than anticipated, or if the quality or design of their chassis changes, we could incur significant costs or disruptions to our business, which could have a material adverse effect on our net sales, financial condition, profitability and/or cash flows. We may also carry increased inventory to protect against these concerns, which may negatively impact our results of operations. Additionally, certain important components that we use in our vehicles, such as engines and transmissions, are produced by a limited number of qualified suppliers and any disruption in their supply of such components to us would have a negative impact on our business.

Volatility in the financial markets generally, and in the truck and automotive sectors in particular, could impact the financial viability of certain of our key third-party suppliers, or could cause them to exit certain business lines, or change the terms on which they are willing to provide products. During the 2008-2010 automotive industry crisis, many vehicle manufacturers, including Ford and General Motors, idled factories and reduced their output of vehicle chassis. A recurrence of that crisis or another similar development could lead to difficulties in meeting our customers’ demands and reduce our overall sales volume. Further, any changes in quality or design, capacity limitations, shortages of raw materials or other problems could result in shortages or

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delays in the supply of vehicle chassis or components to us. Our business, operating results and financial condition could suffer if our suppliers reduce output or introduce new chassis models that are unpopular with our customers or are incompatible with our current product designs or production process.

We face intense competition in our markets, which may harm our financial performance and growth prospects.

We operate in a highly competitive environment in each of the markets we serve and we face competition in each of our product segments from numerous competitors. We compete principally on the basis of client-specific customization, product quality and reliability, breadth of product offering, manufacturing capability and flexibility, technical capability, product innovation, customer service, after-sales support, delivery times and price. Certain of our competitors are smaller companies which may have lower operating costs and greater operational flexibility, and may have focus on regional markets where they have competitive advantages of proximity and relationships with local municipalities or other regional customers. Other of our competitors are large, well-established companies with capacity, financial and other resources that may be in excess of ours. Additionally, companies that are not currently competitors but that are involved in the specialty vehicle market (such as a supplier) or that operate in an adjacent market (such as a producer of mainstream cars and trucks) could choose to enter the specialty vehicle market.

Our profitability is sensitive to changes in the balance between supply and demand in the specialty vehicle market. Competitors having lower operating costs than we do will have a competitive advantage over us with respect to products that are particularly price-sensitive. New manufacturing facilities may be built or idle production lines may be activated. Additionally, imbalances in the regional supply and demand for our products could result in increased competition in the markets in which we compete.

As a result of the foregoing factors, we may lose customers or be forced to reduce prices, which could have a material adverse effect on our business, financial condition and operating results.

If we are unable to successfully identify and integrate acquisitions, our results of operations could be adversely affected.

Acquisitions have been and are likely to continue to be a significant component of our growth strategy. From time to time we seek to identify and complete acquisitions. Our historical acquisitions include MRV and certain assets of SJC in early 2013, the Thor Bus Acquisition in late 2013 and KME in April 2016. We may continue making strategic acquisitions in the future. We cannot assure you that our previous or future acquisitions will be successful or will generate the financial benefits that we expected we would achieve at the time of acquisition.

In addition, there can be no assurance that we will be able to locate suitable acquisition candidates in the future or acquire them on acceptable terms or, because of limitations imposed by the agreements governing our indebtedness or the availability of capital, that we will be able to finance future acquisitions. Acquisitions involve special risks, including, without limitation, the potential assumption of unanticipated liabilities and contingencies, difficulty in assimilating the operations and personnel of the acquired businesses, disruption of our existing business, dissipation of our limited management resources and impairment of relationships with employees and customers of the acquired business as a result of changes in ownership. While we believe that strategic acquisitions can improve our competitiveness and profitability, these activities could have a material adverse effect on our business, financial condition and operating results.

We may incur significant costs such as transaction fees, professional service fees and other costs related to future acquisitions. We may also incur integration costs following the completion of any such acquisitions as we integrate the acquired business with the rest of our Company. Although we expect that the realization of efficiencies related to the integration of any acquired businesses will offset the incremental transaction and acquisition-related costs over time, this net financial benefit may not be achieved in the near term, or at all.

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If we are required to write down goodwill or other intangible assets, our financial condition and operating results would be negatively affected.

We have a substantial amount of goodwill and other finite and indefinite-lived intangible assets on our balance sheet as a result of acquisitions we have completed. If we determine goodwill and other intangible assets are impaired, we will be required to write down all or a portion of these assets. Any write-downs would have a negative effect on our results of operations.

The method to compute the amount of impairment incorporates quantitative data and qualitative criteria including new information and highly subjective judgments that can dramatically change the determination of the valuation of an intangible asset in a very short period of time. These determinations are sensitive to minor changes in underlying assumptions as management’s assumptions change with more information becoming available. The timing and amount of realized losses reported in earnings could vary if management’s conclusions were different. Any resulting impairment loss could have a material adverse effect on our results of operations for any particular quarterly or annual period.

Our business has meaningful working capital requirements and a decline in access to financing or operating results may have an adverse impact on our liquidity position.

Our business has meaningful working capital requirements. We had $336 million of long-term debt outstanding as of July 30, 2016. Our ability to make required payments of principal and interest on our debt will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, political and other factors, some of which are beyond our control. Accordingly, conditions could arise that could limit our ability to generate sufficient cash flows or access borrowings to enable us to fund our liquidity needs, which could further limit our financial flexibility or impair our ability to obtain alternative financing sufficient to repay our debt at maturity.

Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings. A downgrade to our credit ratings could increase our interest rates, could limit our access to public debt markets, could limit the institutions willing to provide us credit facilities, and could make any future credit facilities or credit facility amendments more costly and/or difficult to obtain.

We believe that our cash on hand, together with funds generated by our operations, proceeds from this offering and borrowings under our ABL Facility, will provide us with sufficient liquidity and capital resources to meet our working capital, capital expenditures and other operating needs for the foreseeable future. Significant assumptions underlie this belief however, including, among other things, assumptions relating to future sales volumes, the successful implementation of our business strategies, the continuing availability of trade credit from certain key suppliers and that there will be no material adverse developments in our competitive market position, business, liquidity or capital requirements. Any failure to achieve earnings expectations may have an adverse impact on our available liquidity. As a result, we cannot assure you that we will continue to have sufficient liquidity to meet our operating needs. In the event that we do not have sufficient liquidity, we may be required to seek additional capital, reduce or cut back our operating activities, capital expenditures or otherwise alter our business strategy. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional debt, the agreements governing that debt may contain significant financial and other covenants that may materially restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

We have meaningful contingent obligations, which could negatively impact our results of operations.

We have meaningful contingent liabilities with respect to certain items that, if realized, could have a material adverse effect on our business, financial condition and operating results. In particular, we obtain certain vehicle chassis from automobile manufacturers under converter pool agreements. Upon being put into production, we become obligated to pay the manufacturer for the chassis. Chassis are typically converted and

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delivered to customers within 90 to 120 days of receipt. If the chassis are not converted within this timeframe of delivery, we generally purchase the chassis and record it as inventory or we are obligated to begin paying an interest charge on this inventory until purchased. Additionally, we have entered into repurchase agreements with certain lending institutions and are party to multiple agreements whereby we guarantee indebtedness of others, including losses under loss pool agreements. While we do not expect to experience material losses under these agreements, we cannot provide any assurance that these contingent liabilities will not be realized. See Note 17 to our audited consolidated financial statements and Note 18 to our unaudited interim consolidated financial statements appearing elsewhere in this prospectus for additional discussion of these contingent liabilities.

Our ABL Facility contains, and agreements governing future indebtedness may contain, restrictive covenants that may impair our ability to access sufficient capital and operate our business.

Our ABL Facility contains various provisions that limit our ability to, among other things:

• incur additional indebtedness;

• incur certain liens;

• consolidate or merge with other parties;

• alter the business conducted by us and our subsidiaries;

• make investments, loans, advances, guarantees and acquisitions;

• sell assets, including capital stock of our subsidiaries;

• enter into certain sale and leaseback transactions;

• pay dividends on capital stock or issue, redeem, repurchase or retire capital stock or certain other indebtedness;

• engage in transactions with affiliates; and

• enter into agreements restricting our subsidiaries’ ability to pay dividends.

In addition, the restrictive covenants in our ABL Facility require us to maintain specified financial ratios and other business or financial conditions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—ABL Facility” and “Description of Certain Indebtedness.” Our ability to comply with those financial ratios or other covenants may be affected by events beyond our control, and our failure to comply with these ratios or other covenants could result in an event of default. These covenants may affect our ability to operate and finance our business as we deem appropriate. Our inability to meet obligations as they become due or to comply with various financial covenants contained in the instruments governing our current or future indebtedness could constitute an event of default under the instruments governing our indebtedness.

If there were an event of default under our ABL Facility or any future instruments governing our indebtedness, the holders of the affected indebtedness could declare all of the affected indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of our other indebtedness. We may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if we could obtain additional financing, the terms of the financing may not be favorable to us. In addition, substantially all of our assets are subject to liens securing our ABL Facility. If amounts outstanding under our ABL Facility were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our assets. Any event of default under the instruments governing our indebtedness could have a material adverse effect on our business, financial condition and results of operations.

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Increases in the price of commodities or impact of currency value fluctuations on the cost or price of our products could impact our ability to sustain and grow earnings.

Our manufacturing processes consume significant amounts of raw materials, the costs of which are subject to worldwide supply and demand factors, as well as other factors beyond our control. Raw material price fluctuations may adversely affect our results. We purchase, directly and indirectly through component purchases, significant amounts of aluminum, steel, plastics and other resins, brass and fiberglass products as well as other commodity-sensitive raw materials annually. In particular, in past years, steel and aluminum prices have experienced volatility which has been unforeseen and unexpected.

Although we at times purchase steel, aluminum and other raw materials up to 24 months in advance in order to provide certainty regarding portions of our pricing and supply, for the majority of our raw material purchases we do not typically enter into any fixed-price contracts and may not be able to accurately anticipate future raw material prices for those inputs.

Although the amount of our sales and costs denominated in foreign currencies is not currently significant, we may increase our international operations in the future, which would increase our exposure to risks of doing business internationally, including fluctuations in foreign currencies, changes in the economic strength of the countries in which we do business, difficulties in enforcing contractual obligations and intellectual property rights, burdens of complying with a wide variety of international and U.S. export and import laws and social, political and economic instability. In particular, changes in currency values could also impact the level of foreign competition in our domestic market as international products become more or less costly due to the relationship of the U.S. Dollar to other currencies. Commodity pricing and currency exchange rates have fluctuated significantly over the recent years and may continue to do so in the future. Such fluctuations could have a material effect on our results of operations, financial position and cash flows and impact the comparability of our results between financial periods.

Our inability to successfully manage the implementation of a company-wide enterprise resource planning (“ERP”) system could adversely affect our operating results.

We are in the process of implementing a new Company-wide ERP system. This ERP system will replace many of our existing operating and financial systems, which is a major undertaking from a financial management and personnel perspective. Should the new ERP system not be implemented successfully throughout all our business units and within budget and on time, or if the system does not perform in a satisfactory manner, it could be disruptive and adversely affect our operations, including our potential ability to report accurate, timely and consistent financial results; our ability to purchase raw material from and pay our suppliers; and deliver products to customers on a timely basis and to collect our receivables from them. Furthermore, this new ERP system is intended to be implemented in all locations during fiscal year 2017. The implementation will also impact our parts and service business and our ability to perform warranty and thus if the implementation is not successful or on time, these operations will be negatively affected.

In addition, we have put teams together who are leading the implementation of the ERP system at all of our locations. To the extent that this team or key individuals are not retained through the implementation period, the success of our implementation could be compromised and the expected benefits would not be realized. If the new ERP system is not successfully implemented, it could negatively affect our future sales, profitability and financial condition.

Our business depends on the performance of dealers and disruptions within our dealer network could have a negative effect on our business.

We rely to a significant extent on our independent dealer networks to sell our products to end customers. We estimate that we distribute approximately 80% of our products through a system of independent, authorized dealers, many of whom sell products from competing manufacturers. Our business is therefore affected by our

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ability to establish new relationships and maintain relationships with existing dealers. The geographic coverage of our dealers and their individual business conditions can affect the ability of our dealers to sell our products to customers. In a number of markets, there is a lack of exclusivity with dealers, which may decrease our bargaining leverage. In addition, recent consolidation of dealers, as well as the growth of larger, multi-location dealers, may result in increased bargaining power on the part of dealers, which could have a material adverse effect on our business.

Our dealer agreements are typically for a multi-year term; however, the dealer can typically cancel the agreement for convenience without penalty upon 90 days’ notice. We can provide no assurance that we will be able to renew our dealer agreements on favorable terms, or at all, at their scheduled expiration dates. Some of our dealer agreements include guarantees, which could have a negative impact on the financial performance of our Company if we are required to fulfill them. In addition, laws in many of the states in which we operate make it difficult for us to terminate dealer agreements, which may make it difficult for us to optimize our dealer network. No dealer or customer represented more than 10% of our annual revenue for LTM July 30, 2016, but there may continue to be consolidation and changes in the dealership landscape over time. If we are unable to renew a contract with one or more of our significant dealers or re-negotiate an agreement under more advantageous terms, our sales and results of operations could be adversely affected.

Our business is affected by the availability and terms of financing to dealers and retail purchasers.

Our business is affected by the availability and terms of financing to dealers and retail purchasers. Many of our dealers finance their purchases of inventory with financing provided by lending institutions. A decrease in the availability of financing, more restrictive lending practices or an increase in the cost of such wholesale financing can prevent dealers from carrying adequate levels of inventory, which limits product offerings and could lead to reduced sales of our products.

A small number of financial institutions provide the majority of our dealers’ total financed vehicles outstanding in a floor plan financing program at any point in time. Substantial increases in interest rates and decreases in the general availability of credit have in the past had an adverse impact upon our business and results of operations and may do so again in the future. Further, a decrease in availability of consumer credit resulting from unfavorable economic conditions, or an increase in the cost of consumer credit, may cause consumers to reduce discretionary spending which could, in turn, reduce demand for our products and negatively affect our sales and profitability.

In addition, early in fiscal year 2016 we began assisting customers with arranging their financing with third parties for purchases of our products. Although we currently neither assume any balance sheet financing risk nor receive any direct economic benefit from these arrangements other than a minimal arrangement fee, we could be materially adversely affected in the future if third-party financiers were unable to provide this financing to our customers and our dealers were unable to obtain alternate financing, at least until our customers were able to find a replacement financing source. Third-party financiers face a number of business, economic and financial risks that could impair their access to capital and negatively affect their ability to provide financing solutions for our dealers and customers. Because third-party financiers serve as an additional source of financing options for dealers and customers, an impairment of their ability to provide such financial services could negatively affect our future sales and therefore our profitability and financial condition.

Our ability to execute our strategy is dependent upon our ability to attract, train and retain qualified personnel including our ability to retain and attract senior management and key employees.

Our continued success depends, in part, on our ability to identify, attract, motivate, train and retain qualified personnel in key functions and geographic areas, including the members of our senior management team. In particular, we are dependent on our ability to identify, attract, motivate, train and retain qualified engineers and skilled labor with the requisite education, background and industry experience to assist in the development, enhancement, introduction and manufacture of our products and technology solutions.

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Failure to attract, train and retain qualified personnel, whether as a result of an insufficient number of qualified local residents or the allocation of inadequate resources to training, integration and retention, could impair our ability to execute our business strategy and could have an adverse effect on our business prospects.

Our success also depends to a large extent upon our ability to attract and retain key executives. These employees have extensive experience in our markets and are familiar with our business, systems and processes. The loss of the services of one or more of these key employees could have an adverse effect, at least in the short to medium term, on significant aspects of our business, including the ability to manage our business effectively and the successful execution of our strategies. If certain of these employees decide to leave us, we could incur disruptions to the completion of certain initiatives and we could incur significant costs in hiring, training, developing and retaining their replacements.

We may discover defects in our vehicles potentially resulting in delaying new model launches, recall campaigns or increased warranty costs.

Meeting or exceeding many government-mandated safety standards is costly and often technologically challenging, especially where one or more government-mandated standards may conflict. Government safety standards require manufacturers to remedy defects related to motor vehicle safety through safety recall campaigns, and a manufacturer is obligated to recall vehicles if it determines that they do not comply with relevant safety standards. Should we or government safety regulators determine that a safety or other defect or noncompliance exists with respect to certain of our vehicles, there could be a delay in the launch of a new model, recalls of existing models or a significant increase in warranty claims, the costs of which could be substantial.

Additionally, the vehicles we manufacture for sale are subject to strict contractually established specifications using complex manufacturing processes. If we fail to meet the contractual requirements for a vehicle or a part, we may be subject to warranty costs to repair or replace the part itself and additional costs related to the investigation and inspection of non-complying parts. These potential warranty and repair and replacement costs are generally not covered by our insurance. We establish warranty reserves that represent our estimate of the costs we expect to incur to fulfill our warranty obligations. We base our estimate for warranty reserves on our historical experience and other related assumptions. If actual results materially differ from these estimates, our results of operations could be materially affected.

In addition, we may not be able to enforce warranties and extended warranties received or purchased from our suppliers if such suppliers refuse to honor such warranties or go out of business. Also, a customer may choose to pursue remedies directly under its contract with us over enforcing such supplier warranties. In such a case, we may not be able to recover our losses from the supplier.

Cancellations, reductions or delays in customer orders, customer breaches of purchase agreements, or reduction in expected backlog may adversely affect our results of operations.

We provide products to our customers for which we are customarily not paid in advance. We rely on the creditworthiness of our customers to collect on our receivables from them in a timely manner after we have billed for products previously provided. While we generally provide products pursuant to a written contract which determines the terms and conditions of payment to us by our customers, occasionally customers may dispute an invoice and delay, contest or not pay our receivable. Further, in connection with dealers’ wholesale floor-plan vehicle financing programs, we enter into repurchase agreements with certain lending institutions, customary in the industries in which we operate, which may require us to repurchase previously sold vehicles. Although our exposure under these agreements is limited by the resale value of the inventory we may repurchase, we may receive less than anticipated on such resale and would collect payment on such resale later than originally expected. Our failure to collect our receivables or to resell and collect on repurchased vehicles on a timely basis could adversely affect our cash flows and results of operations and, in certain cases, could cause us to fail to comply with the financial covenants under our ABL Facility or other outstanding debt.

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We typically have backlog due to the nature of our production and sales process, and our financial results are affected if any backlog is deferred or canceled. Backlog represents the amount of sales that we expect to derive from signed contracts, including oral contracts that have been subsequently memorialized in writing. When a binding sale contract has been signed with a customer, the purchase price of the vehicle is included in backlog until it is completed, shipped and the revenue is recognized. When we sign a contract giving a potential purchaser an option to purchase a vehicle which only becomes binding on a non-refundable payment or a subsequent firm purchase order, we do not include the purchase price of the vehicle in backlog until the non-refundable payment has been made or the subsequent purchase order is formalized and the contract is a binding purchase contract. A customer may default on a purchase contract that has become binding, and we may not be able to convert sales contract backlog into sales. As a result, our estimates of backlog for some of our contracts could be affected by variables beyond our control and may not be entirely realized, if at all. In addition, given the nature of our customers and our markets, there is a risk that some amount of our backlog may not be fully realized in the future. Failure to realize sales from our existing or future backlog would negatively impact our financial results.

In addition, as a result of firm purchase orders from our customers, we enter into agreements to produce and sell vehicles at a specified price with certain adjustments for changes and options based upon our estimation of the cost to produce and the timing of delivery. Due to the nature of these product cost estimates and the fluctuations in input costs and availability, we may underestimate the costs of production and therefore overestimate the profitability in our backlog. As a result, the actual profitability on those sales in the future may differ materially from our initial estimates when we recorded the firm purchase order in backlog.

Our business is subject to numerous laws and regulations.

We are subject to numerous federal, state and local regulations governing the manufacture and sale of our products, including the provisions of the National Traffic and Motor Vehicle Safety Act (“NTMVSA”) and the safety standards for vehicles and components which have been promulgated under the NTMVSA by the Department of Transportation. The NTMVSA authorizes the National Highway Traffic Safety Administration to require a manufacturer to recall and repair vehicles which contain certain hazards or defects. Sales into foreign countries may be subject to similar regulations. School buses are also subject to heightened safety standards in many jurisdictions. Any recalls of our vehicles, voluntary or involuntary, could have a material adverse effect on our business and operating results.

We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” In addition, certain laws and regulations affect other areas of our operations, including, labor, advertising, consumer protection, real estate, promotions, quality of services, intellectual property, tax, import and export duties, tariffs, anti-corruption and anti-competitive conduct. Compliance with these laws and others may be onerous and costly, at times, and may vary from jurisdiction to jurisdiction which further complicates compliance efforts. Violations of these laws and regulations could lead to significant penalties, including restraints on our export or import privileges, monetary fines, criminal proceedings and regulatory or other actions that could materially adversely affect our results of operations. We have instituted various and comprehensive policies and procedures designed to ensure compliance. However, we cannot assure you that employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures.

Unforeseen or recurring operational problems at any of our facilities, or a catastrophic loss of one of our key manufacturing facilities, may cause significant lost production and adversely affect our results of operations.

Our manufacturing process could be affected by operational problems that could impair our production capability. Many of our 15 manufacturing facilities contain high cost and sophisticated machines that are used in our manufacturing process. Disruptions or shut downs at any of our facilities could be caused by:

• maintenance outages to conduct maintenance activities that cannot be performed safely during operations;

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• prolonged power failures or reductions;

• breakdown, failure or substandard performance of any of our machines or other equipment;

• noncompliance with, and liabilities related to, environmental requirements or permits;

• disruptions in the transportation infrastructure, including railroad tracks, bridges, tunnels or roads;

• fires, floods, earthquakes, tornadoes, hurricanes, microbursts or other catastrophic disasters; national emergencies, political unrest, war or terrorist activities; or

• other operational problems.

If some of our facilities are shut down, they may experience prolonged startup periods, regardless of the reason for the shutdown. Those startup periods could range from several days to several weeks or longer, depending on the reason for the shutdown and other factors. Any prolonged disruption in operations at any of our facilities could cause a significant loss of production and adversely affect our results of operations and negatively impact our customers and dealers. Our production of RVs is centralized in our Decatur, Indiana facility. Any disruptions to this facility would significantly impact our ability to produce these vehicles. Further, a catastrophic event could result in the loss of the use of all or a portion of one of our manufacturing facilities. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur. Any of these events individually or in the aggregate could have a material adverse effect on our business, financial condition and operating results.

Federal and local government spending and priorities may change in a manner that materially and adversely affects our future sales and limits our growth prospects.

Our business depends upon continued federal and local government expenditures on certain of our Commercial and Fire & Emergency products. These expenditures have not remained constant over time. Current government spending levels on programs that we support may not be sustainable as a result of changes in government leadership, policies or priorities. A significant portion of our sales are subject to risks specific to doing business with the U.S. government and municipalities, including, but not limited to:

• budgetary constraints or fluctuations affecting government spending generally, or specific departments or agencies in particular, and changes in fiscal policies or a reduction of available funding;

• changes in government programs or requirements;

• realignment of funds to government priorities that we do not serve;

• government shutdowns (such as those which occurred in 1995-1996 and in 2013) and other potential delays in government appropriations processes;

• delays in the payment of our invoices by government authorities;

• adoption of new laws or regulations and our ability to meet specified performance thresholds; and

• general economic conditions.

These or other factors could cause government agencies and departments to reduce their purchases under contracts, exercise their right to terminate contracts, or not exercise options to renew contracts, any of which could cause us to lose sales. A significant decline in overall government spending or a shift in expenditures away from agencies or programs that we support could cause a material decline in our sales and harm our financial results.

Fuel shortages, or high prices for fuel, could have a negative effect on sales of our products.

Gasoline or diesel fuel is required for the operation of most of our vehicles and we cannot assure you that the supply of these petroleum products will continue uninterrupted or that the price of or tax on these petroleum

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products will not significantly increase. High fuel costs generally drive greater demand for better fuel economy and substantial increases in the price of fuel have had a material adverse effect on the specialty vehicle industry as a whole in the past and could have a material adverse effect on our business in the future. Fluctuations in fuel prices have also historically negatively impacted consumer confidence and increased customer preferences for alternative fuel vehicles, only some of which we produce.

We are exposed to, and may be adversely affected by, interruptions to our computer and information technology systems and sophisticated cyber-attacks.

We rely on our information technology systems and networks in connection with many of our business activities. Some of these networks and systems are managed by third-party service providers and are not under our direct control. Our operations routinely involve receiving, storing, processing and transmitting sensitive information pertaining to our business, customers, dealers, suppliers, employees and other sensitive matters (including wire transfer instructions). As with most companies, we have experienced cyber-attacks, attempts to breach our systems and other similar incidents, none of which have been material. Any future cyber incidents could, however, materially disrupt operational systems; result in loss of trade secrets or other proprietary or competitively sensitive information or money; compromise personally identifiable information regarding customers or employees; and jeopardize the security of our facilities. A cyber incident could be caused by malicious outsiders using sophisticated methods to circumvent firewalls, encryption and other security defenses. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Information technology security threats, including security breaches, computer malware and other cyber-attacks are increasing in both frequency and sophistication and could create financial liability, subject us to legal or regulatory sanctions or damage our reputation with customers, dealers, suppliers and other stakeholders. We continuously seek to maintain a robust program of information security and controls, but the impact of a material information technology event could have a material adverse effect on our competitive position, reputation, results of operations, financial condition and cash flows.

Our operations and the industries in which we operate are subject to environmental, health and safety laws and regulations, and we may face significant costs or liabilities associated with environmental, health and safety matters.

We are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations concerning, among other things, water discharges, air emissions, noise pollution, the generation, storage, handling, use, release, disposal and transportation of hazardous materials and wastes, environmental cleanup, the health and safety of our employees and the fuel economy and emissions of the vehicles we manufacture. Environmental, health and safety laws and regulations continue to evolve, and we may become subject to increasingly stringent environmental standards in the future, particularly related to air quality and water quality and the emission of greenhouse gas and other pollutants from the vehicles we manufacture, which could require us to make changes to our operations or incur significant costs relating to compliance. We are also required to obtain and maintain environmental, health and safety permits and approvals for our facilities and operations. Our failure to comply with such laws, regulations, permits and approvals could subject us to increased employee healthcare and workers’ compensation costs, liabilities, fines and other penalties or compliance costs, and could have a material adverse effect on our business, financial condition and operating results.

Environmental remediation laws such as the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and state analogues impose liability, without regard to fault or to the legality of a party’s conduct, on certain categories of persons (known as “potentially responsible parties” or “PRPs”) who are considered to have contributed to the release of “hazardous substances” into the environment. Although we are not currently incurring material liabilities pursuant to CERCLA or state analogues, in the future we may incur such material liabilities with regard to our (or our predecessors’) current or former facilities, adjacent or nearby

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third-party facilities, or off-site disposal locations. In particular, in 2012 we received a request from the United States EPA for information regarding the San Fernando Valley Area 2 Superfund Site (the “San Fernando Site”). The EPA has questioned whether a prior owner and operator of a facility located within the boundary of the San Fernando Site (which is regional in scale and encompasses large portions of the Los Angeles area) is a predecessor to our Company, and whether the operations of the predecessor entity may have caused releases of certain hazardous substances to soil or groundwater. At this stage, the EPA has not asserted any claims against us and has not notified us that we are a PRP at the San Fernando Site. Our ability to collect on insurance policies or remediation costs or damages in connection with any claims relating to the San Fernando Site is unclear at this time. Although we intend to vigorously defend against any such claims, in the event we are found to be a PRP at the San Fernando Site or other sites, the remediation costs and any potential damages (including Natural Resource Damage claims) could have a material adverse effect on our business, financial condition and operating results. See “Business—Environmental, Health and Safety Laws and Regulations.”

Certain of these laws and regulations impose a variety environmental requirements, including emissions and performance standards, on the vehicles we manufacture. These laws and regulations govern vehicle fuel efficiency, emissions (including greenhouse gas emissions), noise and safety, and are expected to continue to add to the cost of our products and increase the engineering and product development programs of our business. For example, the U.S. Environmental Protection Agency (“EPA”) began to enforce limits on diesel exhaust emissions from nonroad diesel engines in 1996 and stationary diesel-engine generator sets in 2006. Implemented in a series of steps called Tier levels, these regulations, over time, have introduced successively more stringent limitations on nitrogen oxides (NOx), carbon monoxide (CO), particulate matter (PM) and non-methane hydrocarbons (NMHC). Currently, “Tier 4” regulations promulgated under the Clean Air Act imposed increasingly stringent motor vehicle emissions standards on our diesel exhaust emissions beginning with the 2011 model year. The EPA’s Transition Program for Equipment Manufacturers (“TPEM”) allows a transitional allotment of Tier 3 engines that are exempt from the more stringent Tier 4 regulations through 2017. Specifically, the TPEM program allows manufacturers to delay installing a certain amount of Tier 4-compliant engines as long as manufacturers comply with certain notice, recordkeeping and annual reporting requirements. More stringent emissions standards have been issued by California and certain other states as well. In addition, in August 2011, the EPA and the National Highway Traffic Safety Administration (“NHTSA”) issued rules on GHG emissions and fuel economy for medium and heavy duty vehicles and engines. The emissions standards establish required minimum fuel economy and GHG emissions levels for both engines and vehicles primarily through the increased use of existing technology. The rules, which apply to our engines and vehicles, initially required EPA certification for vehicles and engines to GHG emissions standards in calendar year 2014 and will be fully implemented in model year 2017. In August 2016, the EPA and the National Highway Traffic Safety Administration (“NHTSA”) finalized a second phase of GHG emissions reductions to be implemented over time beginning in model year 2021 through model year 2027. These standards, as well as other federal and state emissions standards applicable to the vehicles we manufacture, have and will increase costs of development for engines and vehicles and administrative costs arising from implementation of the standards. These regulatory proposals under consideration or those that are proposed in the future may set standards that are difficult to achieve or adversely affect our results of operations due to increased research, development, and warranty costs. See “Business—Environmental, Health and Safety Laws and Regulations.”

We are subject to litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may adversely impact our results of operations.

In the ordinary course of business, we are subject to various claims and litigation. Any such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention and resources. Some of our businesses have in the past and may in the future face claims and litigation regarding accidents involving their products, including accidents involving passenger injuries and deaths, and the increasing amount of our vehicles on the road may increase our exposure to such matters. In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented.

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The levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. Further, we may not be able to maintain insurance at commercially acceptable premium levels or at all.

For product liability claims, we have a self-insured retention (“SIR”) for product liability matters ranging from $0.5 million to $1.0 million depending on the nature of the occurrence. Amounts above the SIR, up to a certain dollar amount, are covered by our excess insurance policy. Currently, we maintain excess liability insurance aggregating $100.0 million with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for product liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to increase significantly and may negatively impact future SIR levels. It may also increase the amounts we pay in punitive damages, not all of which are covered by our self-insurance.

If any significant accident, judgment, claim or other event is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations. We cannot assure that the outcome of all current or future litigation will not have a material adverse impact on our business and results of operations.

Intellectual property risks may adversely affect our business and may dilute our competitive advantage.

Our brands are important assets of our business, and we rely on proprietary intellectual property, including numerous registered trademarks, as well as licensed intellectual property for the manufacture and competitiveness of our products. We monitor and protect against activities that might infringe, dilute or otherwise harm our patents, trademarks and other intellectual property and rely on the enforceability of the patent, trademark and other laws of the United States and other countries. However, we may be unable to prevent third parties from using our intellectual property without our authorization. To the extent we cannot protect our intellectual property, unauthorized use and misuse of our intellectual property could cause significant damage to our brand name and reputation, interfere with our ability to effectively represent our Company to our customers, contractors, suppliers and/or licensees and increase litigation costs, which could harm our competitive position and have a material adverse effect on our business, financial condition and results of operations.

We may be exposed to liabilities under applicable anti-corruption laws and export controls and economic sanctions laws and any determination that we violated these laws could have a material adverse effect on our business.

We are subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign governments and their officials for the purpose of obtaining or retaining business. We have business in countries and regions which are less developed and are generally recognized as having potentially more corrupt business environments. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of various anti-corruption laws including the Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act. We have implemented safeguards and policies to discourage these practices by our employees and agents.

However, our existing safeguards and any future improvements may prove to be less than effective and our employees or agents may engage in conduct for which we might be held responsible. If employees violate our policies or we fail to maintain adequate record-keeping and internal accounting practices to accurately record our transactions, we may be subject to regulatory sanctions. In addition, we are subject to export controls and economic sanctions laws and embargoes imposed by the U.S. government. Changes in export control or trade sanctions laws may restrict our business practices, and may result in modifications to compliance programs. Violations of the FCPA, U.K. Bribery Act, other anti-corruption laws, export controls or economic sanctions laws may result in severe criminal or civil sanctions and penalties, and we may be subject to other liabilities which could have a material adverse effect on our business, results of operations and financial condition.

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Our expansion plans in markets outside of the United States could entail significant risks.

Our strategies potentially include establishing a greater presence in markets outside of the United States. In addition, we are growing our use of component suppliers in these foreign markets. As we progress with this, these strategies may involve a significant investment of capital and other resources and entail various risks. These include risks attendant to obtaining necessary governmental approvals, identifying foreign agents, dealers and distributors, the construction of facilities in a timely manner and within cost estimates, the establishment of viable supply channels, the commencement of efficient manufacturing operations and, ultimately, the acceptance of the products by our current or prospective customers. We cannot be assured that our expansion plans will be implemented or, if implemented, be successful.

Our risk management policies and procedures may not be fully effective in achieving their purposes.

Our policies, procedures, controls and oversight to monitor and manage our enterprise risks may not be fully effective in achieving their purpose and may leave us exposed to identified or unidentified risks. Past or future misconduct by our employees or vendors could result in our violations of law, regulatory sanctions and/or serious reputational harm or financial harm. The Company monitors its policies, procedures and controls; however, we cannot assure you that our policies, procedures and controls will be sufficient to prevent all forms of misconduct. We review our compensation policies and practices as part of our risk management program, but it is possible that our compensation policies could incentivize management and other employees to subject the Company to inappropriate risk or to engage in misconduct. If such inappropriate risks or misconduct occurs, it is possible that it could have a material adverse effect on our results of operations and/or our financial condition.

AIP is party to the Shareholders Agreement (as defined below) and will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.

Upon the completion of this offering, AIP will own              shares of our common stock, which will represent approximately     % of our total outstanding shares of common stock (or     % if the underwriters exercise their option to purchase additional shares in full). AIP is also party to an amended and restated shareholders agreement (the “Shareholders Agreement”) that, among other things, imposes certain transfer restrictions on the shares held by such stockholders and requires such stockholders to vote in favor of certain nominees to our Board of Directors. For a discussion of the Shareholders Agreement, see “Certain Relationships and Related Person Transactions.” As long as these stockholders own or control at least a majority of our outstanding common stock, they will have the ability to exercise substantial control over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including:

• the election and removal of directors and the size of our Board of Directors;

• any amendment of our amended and restated certificate of incorporation or amended and restated bylaws; or

• the approval of mergers and other significant corporate transactions, including a sale of substantially all of our assets.

In addition, pursuant to the Shareholders Agreement, AIP will have the following rights so long as it holds at least 15% of the then outstanding common stock:

• to nominate the greater of five members of our Board of Directors or a majority of directors;

• to designate the Chairman of our Board of Directors and one member to each of the audit committee, the compensation committee and the nominating and corporate governance committee;

• to approve the commencement of any proceeding for the voluntary dissolution, winding up or bankruptcy of the Company or any material subsidiary;

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• to approve any non-pro rata reduction to the share capital of the Company or any material subsidiary, except as required by law;

• to approve amendments to the amended and restated certificate of incorporation and amended and restated bylaws that would change the name of the Company, its jurisdiction of incorporation, the location of its principal executive offices, the purpose or purposes for which the Company is incorporated or the approval requirements as provided in the Shareholders Agreement;

• to approve special dividends greater than $10 million;

• to approve any merger, amalgamation or consolidation of the Company or the spinoff of a business of the Company with assets in excess of 25% of the consolidated assets or revenues of the Company and its subsidiaries;

• the sale, conveyance, transfer or other disposition of all or more than 25% of the consolidated assets or revenues of the Company and its subsidiaries; and

• any appointment to the Board of Directors contrary to the Shareholders Agreement or the amended and restated certificate of incorporation and amended and restated bylaws.

See “Certain Relationships and Related Party Transactions—Amended and Restated Shareholders Agreement” for more detail.

Lastly, AIP’s interests as an equity holder may not be aligned in all cases with those of other equity investors, or of our lenders as creditors. In addition, AIP may have an interest in pursuing or not pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might be contrary to the wishes of other equity investors or involve risks to our lenders. Furthermore, AIP may in the future own businesses that directly or indirectly compete with us. AIP may also pursue acquisition opportunities that may be complementary to our business separately from us and, as a result, those acquisition opportunities may not be available to us.

Changes to tax laws or exposure to additional tax liabilities may have a negative impact on our operating results.

Tax policy reform continues to be a topic of discussion in the United States. Significant changes to the U.S. corporate tax system could have a material adverse effect upon our results of operations and cash flows. In addition, we regularly undergo tax audits in various jurisdictions in which we operate. Although we believe that our income tax provisions and accruals are reasonable and in accordance with GAAP, and that we prepare our tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits and any related litigation, could be materially different from our historical income tax provisions and accruals. The results of a tax audit or litigation could materially affect our operating results and cash flows in the periods for which that determination is made. In addition, future period net income may be adversely impacted by litigation costs, settlements, penalties and interest assessments.

Changes in customer preferences for our products or our failure to gauge those preferences could lead to reduced sales and additional costs.

Our ability to remain competitive depends heavily on our ability to provide a continuing and timely introduction of innovative product offerings. We cannot be certain that historical customer preferences for our products will remain unchanged. We believe that the introduction of new product features, designs and models will be critical to the future success of our operations as technological advancements are made and alternative fuels are developed, and it will be essential for our product lines to adapt accordingly. Managing frequent product introductions and transitions poses inherent risks and additional costs. Delays in the introduction or market acceptance of new product features, designs or models could have a material adverse effect on our

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business. Products may not be accepted for a number of reasons, including changes in customer preferences or our failure to properly gauge customer preferences. Further, we cannot be certain that new product introductions will not reduce sales from existing models and adversely affect our results of operations. In addition, we cannot assure you that any of these new product features, designs or models will be introduced to the market in a timely manner or that they will be successful when introduced.

Failure to maintain the strength and value of our brands could have a material adverse effect on our business, financial condition and results of operations.

Our success depends, in part, on the value and strength of our brands. Our brand names are integral to our business as well as to the implementation of our strategies for expanding our business. Maintaining, enhancing, promoting and positioning our brands, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising efforts and our ability to provide high-quality services, warranty plans, products and resources and a consistent, high-quality customer experience. Our brands could be adversely affected if we fail to achieve these objectives, if we fail to comply with laws and regulations, if we are subject to publicized litigation or if our public image or reputation were to be tarnished by negative publicity. Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our suppliers or third party providers of services or negative publicity related to members of management. Any of these events could hurt the Company’s image, resulting in reduced demand for our products and a decrease in net sales. Further, maintaining, enhancing, promoting and positioning our brands’ images may require us to make substantial investments in marketing and employee training, which could adversely affect our cash flow and which may ultimately be unsuccessful. These factors could have a material adverse effect on our business, financial condition and results of operations.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We are not currently required to comply with the rules of the Securities and Exchange Commission (the “SEC”) implementing Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls over financial reporting until the year following our first annual report required to be filed with the SEC. At such time, our independent registered public accounting firm may issue a report that is adverse, in the event it is not satisfied with the level at which our controls are documented, designed or operating. If we are unable to conclude that we have effective internal control over financial reporting, our independent registered public accounting firm is unable to provide us with an unqualified report as required by Section 404, or we are required to restate our financial statements, we may fail to meet our public reporting obligations and investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

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Our amended and restated certificate of incorporation will provide, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our amended and restated certificate of incorporation will provide, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision that will be contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

Risks Relating to Our Common Stock and This Offering

Provisions of our corporate governance documents could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management or directors, even if beneficial to our stockholders.

Provisions of our amended and restated certificate of incorporation and our amended and restated bylaws following this offering may discourage, delay or prevent a merger, acquisition or other change in control of our Company that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management or directors by making it more difficult for stockholders to replace members of our board of directors. Because our Board of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace current members of our management team.

We will be a “controlled company” within the meaning of the            rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, the parties to the Shareholders Agreement will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the             . Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

• we have a board that is composed of a majority of “independent directors,” as defined under the rules of such exchange;

• we have a compensation committee that is composed entirely of independent directors; and

• we have a nominating and corporate governance committee that is composed entirely of independent directors.

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Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors on our Board of Directors. In addition, our compensation committee and our nominating and governance committee will not consist entirely of independent directors or be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the         .

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the adjusted net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Based on the assumed initial public offering price of $        per share, which is the midpoint of the price range set forth on the cover of this prospectus, you will experience immediate dilution of $        per share, representing the difference between our adjusted net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of common stock in this offering will have contributed     % of the aggregate price paid by all purchasers of our stock but will own only approximately     % of our common stock outstanding after this offering. We also have a large number of outstanding stock options to purchase common stock with exercise prices that are below the estimated initial public offering price of our common stock. To the extent that these options are exercised, you will experience further dilution. See “Dilution” for more detail.

An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there was no public market for our common stock. Although we intend to apply to list our common stock on the              under the symbol “REVG,” an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations between us and the underwriters and may not be indicative of market prices of our common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the initial public offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

We cannot assure you that our stock price will not decline or not be subject to significant volatility after this offering.

The market price of our common stock could be subject to significant fluctuations after this offering. The price of our stock may change in response to fluctuations in our operating results in future periods and may also change in response to other factors, many of which are beyond our control. As a result, our share price may experience significant volatility and may not necessarily reflect the value of our expected performance. Among other factors that could affect our stock price are:

• market conditions in the broader stock market;

• actual or anticipated fluctuations in our quarterly financial and operating results;

• introduction of new products or services by us or our competitors;

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• issuance of new or changed securities analysts’ reports or recommendations;

• sales, or anticipated sales, of large blocks of our stock;

• additions or departures of key personnel;

• legal, regulatory or political developments;

• litigation and governmental investigations;

• the size of our public float;

• market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

• changing economic conditions; and

• exchange rate fluctuations.

In particular, we cannot assure you that you will be able to resell any of your shares of our common stock at or above the initial public offering price, or at all. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the trading market, if a trading market develops, after this offering.

In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have outstanding              shares of common stock based on the number of shares outstanding as of July 30, 2016. This includes              shares that we are selling in this offering which may be resold in the public market immediately (other than shares of our common stock that may be held or acquired by our directors, executive officers or affiliates, as that term is defined in the Securities Act), and assumes no exercises of outstanding options. Substantially all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under agreements executed in connection with this offering. These shares will, however, be able to be resold after the expiration of the lock-up agreements or with the prior written consent of            as described in the “Shares Eligible for Future Sale” and “Underwriting” sections of this prospectus. We also intend to register all shares of common stock that we may issue under our equity compensation plans. Once we register the issuance of these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

We cannot assure you that we will declare dividends or have sufficient funds to pay dividends on our common stock.

Although we intend to pay a              dividend on shares of our common stock, to the extent that we have sufficient funds available for such purpose, the declaration, amount and payment of any future dividends on shares of common stock will be at the sole discretion of our Board of Directors and we may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account

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general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under the ABL Facility. Moreover, because we are a holding company, our ability to pay dividends is dependent upon the financial results and cash flow of our operating subsidiaries and the distribution or other payment of cash to us in the form of dividends or otherwise, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. Furthermore, Delaware law requires that our Board of Directors determine that we have adequate surplus prior to the declaration of dividends. While we do not currently believe that these restrictions will impair our ability to pay regular quarterly cash dividends, there can be no assurance that we will not need to reduce or eliminate the payment of dividends on our common stock in the future. Therefore, any return on investment in our common stock may be solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. See “Dividend Policy” for more detail.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline. In addition, if securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our stock could decrease, which could cause our stock price and trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock or make sell recommendations, or if our results of operations do not meet their expectations, our share price could decline.

We will incur significant increased costs as a result of operating as a public company, and our management will be required to divert attention from operational and other business matters to devote substantial time to public company requirements.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be required to comply with the requirements of the Sarbanes-Oxley Act, as well as rules and regulations subsequently implemented by the SEC and the             , including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, the Exchange Act will require us, among other things, to file annual, quarterly and current reports with respect to our business and operating results. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In that regard, we currently have no internal audit function, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on our Board of Directors, our Board committees or as executive officers.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate,” “aim” and other similar expressions, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements include, among others, statements we make regarding:

• plans for future growth and other business development activities;

• plans for capital expenditures;

• financing sources;

• market demand;

• industry conditions;

• dividends;

• the effects of regulation and competition;

• foreign currency conversion; and

• all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers.

The forward looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements, including those described under “Risk Factors.”

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our issuance and sale of              shares of common stock in this offering will be approximately $        million, after deducting the underwriting discount and estimated offering expenses payable by us. This estimate assumes an initial public offering price of $        per share, the midpoint of the price range set forth on the cover page of this prospectus.

A $1.00 increase (decrease) in the assumed public offering price of $        , based upon the midpoint of the estimated price range set forth on the cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by $        million, assuming the number of shares we offer, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us would increase (decrease) the net proceeds to us from this offering by $        million, based upon the midpoint of the estimated price range set forth on the cover of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us.

We will not receive any proceeds from the sale of shares by the selling stockholders if the underwriters exercise their option to purchase additional shares of common stock.

We intend to use the net proceeds of this offering as follows:

• first, to redeem in full our outstanding Senior Secured Notes and pay the related call premium, which would have matured on November 1, 2019 and bore interest at a fixed rate of 8.50% per annum, and to pay accrued and unpaid interest thereon from the most recent interest payment date to the redemption date, for a total redemption price of approximately $        million; and

• second, to use the remaining proceeds, if any, to repay approximately up to $        million aggregate principal amount of loans under the ABL Facility, which matures on October 21, 2018 and bears interest at a base or LIBOR rate, as defined in the ABL Facility, plus a spread of 175 basis points (a weighted average rate of 2.21% on borrowings outstanding as of July 30, 2016), and to pay accrued and unpaid interest thereon from the most recent interest payment date to the repayment date and for general and administrative expenses, capital expenditures, working capital and other general corporate purposes.

We may also use a portion of the net proceeds from this offering for acquisitions of complementary businesses, technologies or other assets. We have not entered into any agreements or commitments with respect to any specific acquisitions and have no understandings or agreements with respect to any such acquisition or investment at this time. We cannot specify with certainty the particular uses for the net proceeds from this offering. Accordingly, our management team will have broad discretion in using the net proceeds from this offering.

Pending the use of proceeds described above, we may invest the net proceeds in short-term, investment-grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, or guaranteed obligations of the U.S. government.

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DIVIDEND POLICY

Following the completion of this offering and subject to legally available funds, we intend to pay a          dividend at a rate initially equal to             per share on our common stock, commencing in the          quarter of fiscal year         . The declaration, amount and payment of any future dividends on shares of common stock will be at the sole discretion of our Board of Directors and we may reduce or discontinue entirely the payment of such dividends at any time. Our Board of Directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our Board of Directors may deem relevant. Moreover, because we are a holding company, our ability to pay dividends is dependent upon the financial results and cash flow of our operating subsidiaries and the distribution or other payment of cash to us in the form of dividends or otherwise, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Indebtedness,” appearing elsewhere in this prospectus, for descriptions of restrictions on our ability to pay dividends. We have neither paid nor declared any dividends on our common stock during fiscal year 2014, fiscal year 2015 or during the nine months ended July 30, 2016.

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CAPITALIZATION

The following table sets forth our cash, cash equivalents and capitalization as of July 30, 2016:

• on an actual basis; and

• on an as adjusted basis to reflect (i) our receipt of the estimated net proceeds from the sale of shares of our common stock in this offering, after deducting the underwriting discount and estimated offering expenses payable by us, at an assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover of this prospectus and (ii) the use of such proceeds as described in “Use of Proceeds.”

The as adjusted information below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing. You should read this information together with our audited consolidated financial statements and related notes appearing elsewhere in this prospectus and the information set forth under the headings “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of July 30, 2016
	Actual			As Adjusted
($ in thousands except par value and share amounts)
Cash and cash equivalents(1)	$	17,266		$
Long-term debt:
ABL Facility(2)		135,143
Senior Secured Notes		195,181			—
Capital leases		357
Total long-term indebtedness (including current maturities)		330,681
Contingently redeemable common stock(3)		16,099			—
Stockholders’ equity(4)(5):
Preferred stock, $0.001 par value per share,              shares authorized, no shares outstanding, actual;              shares authorized and no shares outstanding, as adjusted		—			—
Class A common stock, $0.001 par value per share,              shares authorized,              shares outstanding, actual; no shares authorized or outstanding, as adjusted					—
Class B common stock, $0.001 par value per share,              shares authorized,              shares outstanding, actual; no shares authorized or outstanding, as adjusted					—
Common stock, $0.001 par value per share, no shares authorized or outstanding, actual;              shares authorized and              shares outstanding, as adjusted		—
Additional paid-in capital		208,165
Retained earnings(6)		38,792
Accumulated other comprehensive loss		(103	)
Common stock in treasury, at cost (             and              shares, respectively)		(14,936	)
Total stockholders’ equity		231,918
Total capitalization	$	578,698

(1) A $1.00 per share increase (decrease) in the assumed initial public offering price of $        per share, the midpoint of the range set forth on the cover of this prospectus, of our common stock would increase (decrease) our actual cash and cash equivalents, additional paid-in capital and total stockholders’ equity by

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$        , after deducting the underwriting discount and estimated expenses payable by us. Each increase (decrease) of 1 million shares in the number of shares of common stock offered by us would increase (decrease) cash and cash equivalents, additional paid-in capital and total stockholders’ equity by $        million, based upon the midpoint of the estimated price range set forth on the cover of this prospectus, and after deducting the underwriting discount and estimated offering expenses payable by us.

(2) The $300.0 million ABL Facility will mature on October 21, 2018 and is guaranteed on a senior secured basis by certain of our subsidiaries. As of July 30, 2016, there were $135.1 million outstanding borrowings and $6.2 million of outstanding letters of credit thereunder. We intend to repay approximately $        million aggregate principal amount of loans under the ABL Facility, plus accrued and unpaid interest thereon, with a portion of the net proceeds from this offering. There is no penalty for the repayment.

(3) As adjusted for the reclassification of contingently redeemable common stock to stockholders’ equity resulting from the expiration of the employee shareholders’ put options upon the completion of this offering. See Note 14 to our unaudited interim consolidated financial statements and Note 12 to our consolidated audited financial statements for further discussion.

(4) Prior to this offering, we expect to complete a          -for-one stock split of our Class A common stock and Class B common stock and reclassify the Class A common stock and Class B common stock into a single class of common stock, which is the same class as the shares being sold in this offering. All share amounts have been retroactively adjusted to give effect to this stock split at the time of its effectiveness.

(5) Does not include          stock options outstanding as of July 30, 2016 that will vest upon completion of this offering, as described under “Management’s Discussion and Analysis of Financial Condition—Factors Affecting Our Performance.”

(6) As adjusted for the redemption in full of the Senior Secured Notes and reflects the write-off of debt issuance costs of $        million ($        million, net of tax), the write-off of original issue discount of $        million ($        million, net of tax) and call premium of $        million ($        million, net of tax).

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DILUTION

If you invest in our common stock in this offering, you will incur immediate and substantial dilution to the extent of the difference between the initial public offering price per share of common stock and the adjusted net tangible book value per share of common stock after this offering.

Our adjusted net tangible book value as of July 30, 2016 would have been approximately $        million, or $        per share of common stock. The adjusted net tangible book value represents the amount of total tangible assets, less liabilities, and the adjusted net tangible book value per share represents the amount of total tangible assets, less total liabilities, divided by the number of shares of common stock outstanding, after the sale of              shares of common stock in this offering, after deducting the underwriting discount and estimated offering expenses payable by us, at an assumed initial public offering price of $        per share, the midpoint of the estimated price range on the cover of this prospectus. This represents an immediate increase in net tangible book value of $        per share to our existing stockholders and an immediate dilution of $        per share to investors.

The following table illustrates the per share dilution:

Assumed initial public offering price per share		$
Historical net tangible book value per share as of July 30, 2016(1)	$
Increase in net tangible book value per share attributable to new investors
Adjusted net tangible book value per share after this offering
Dilution per share to new investors		$

(1) Reflects              outstanding shares of common stock.

Each $1.00 increase or decrease in the assumed initial public offering price of $        per share would increase or decrease our adjusted net tangible book value by approximately $        million, the adjusted net tangible book value per share by approximately $        per share and the dilution to investors purchasing shares in this offering by approximately $        per share, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

The following table summarizes, on an as adjusted basis as of July 30, 2016, the differences between the number of shares of common stock purchased from us, the total consideration and the average price per share paid by existing stockholders and by investors participating in this offering, after deducting the underwriting discount and estimated offering expenses, at an assumed initial public offering price of $        per share, the midpoint of the price range set forth on the cover of this prospectus.

	Shares Purchased				Total Consideration				Average price per share
	Number	Percent			Amount	Percent
Existing stockholders				%	$			%	$
New investors				%				%	$
Total			100	%	$		100	%	$

Each $1.00 increase or decrease in the assumed initial public offering price of $        per share would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all shareholders by $        million, assuming that the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us. An increase or decrease of 1,000,000 shares in the number of shares offered by us would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all shareholders by approximately $        million, assuming an initial public offering price of $        per share, after deducting the underwriting discount and estimated offering expenses payable by us.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth summary historical consolidated financial data for the periods presented and at the dates indicated below. We have derived the selected consolidated financial data for fiscal years 2015, 2014 and 2013 from our audited consolidated financial statements, appearing elsewhere in this prospectus. We have derived the selected consolidated financial data for fiscal years 2012 and 2011 from our audited consolidated financial statements, which are not included in this prospectus. We have derived the balance sheet data as of July 30, 2016 and August 1, 2015 and the statement of income for the nine months ended July 30, 2016 and August 1, 2015 from our unaudited interim condensed consolidated financial statements, appearing elsewhere in this prospectus.

Historical results are not necessarily indicative of the results to be expected for future periods and operating results for the nine months ended July 30, 2016 are not necessarily indicative of the results that may be expected for the fiscal year ending October 29, 2016. The summary historical consolidated data presented below should be read in conjunction with the sections entitled “Risk Factors,” “Selected Historical Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes and other financial data appearing elsewhere in the prospectus.

	Nine Months Ended				Fiscal Year Ended October 31,
(in thousands except per share data)	July 30, 2016		August 1, 2015		2015		2014		2013			2012			2011
Net sales	$	1,381,247	$	1,272,052	$	1,735,081	$	1,721,116	$	1,173,051		$	1,013,871		$	984,680
Cost of sales		1,223,635		1,145,786		1,553,127		1,557,877		1,055,743			912,740			881,449
Gross profit		157,612		126,266		181,954		163,239		117,308			101,131			103,231
Operating expenses:
Selling, general and administrative		97,901		75,429		102,309		111,820		88,618			70,409			75,563
Research and development costs		3,763		4,744		5,106		8,275		1,863			6,325			713
Restructuring(1)		2,807		3,268		3,869		3,376		11,178			—			—
Amortization of intangibles		6,948		6,438		8,586		8,790		6,159			5,804			5,703
Total operating expenses		111,419		89,879		119,870		132,261		107,818			82,538			81,979
Operating income		46,193		36,387		62,084		30,978		9,490			18,593			21,252
Interest expense		20,828		20,851		27,272		26,195		23,222			22,948			19,932
Gain on bargain purchase(2)		—		—		—		—		(36,495	)		—			—
Loss on debt extinguishment(3)		—		—		—		—		9,220			1,478			1,263
Income (loss) before provision (benefit) for income taxes		25,365		15,536		34,812		4,783		13,543			(5,833	)		57
Provision (benefit) for income taxes		7,254		5,170		11,935		3,295		(11,483	)		(769	)		1,813
Net income (loss)	$	18,111	$	10,366	$	22,877	$	1,488	$	25,026		$	(5,064	)	$	(1,756	)
Weighted-average shares of common stock outstanding(4)
Basic
Diluted
Earnings per share of common stock
Basic
Diluted

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		As of				As of October 31,
(in thousands)	July 30, 2016		August 1, 2015		2015		2014		2013		2012		2011
Balance Sheet Data:
Cash and cash equivalents	$	17,266	$	582	$	4,968	$	12,519	$	18,025	$	5,101	$	2,282
Property, plant and equipment, net		134,474		85,189		89,145		84,241		84,756		48,710		50,162
Total assets		931,003		695,821		695,821		705,687		707,238		501,228		493,127
Total liabilities		682,986		454,693		455,907		487,170		490,741		353,454		339,823
Contingently redeemable common stock		16,099		15,353		15,350		15,418		13,894		10,531		13,800
Total shareholders’ equity		231,918		213,044		224,564		203,099		202,603		137,243		139,504

(1) Restructuring costs incurred in fiscal year 2013 include severance and relocation costs, related to the relocation of MRV manufacturing to Decatur, Indiana, and the relocation of manufacturing of the assets of SJC to Winter Park, Florida. Restructuring costs incurred in fiscal year 2014 represent costs related to the MRV and SJC acquisitions, including but not limited to personnel costs including severance, stay bonuses, vacation and dealer and distributor reassignments. Restructuring costs incurred in fiscal year 2015 and the nine months ended July 30, 2016 are related to the Company’s restructuring of its management functions (including the move of its corporate headquarters from Orlando, Florida to Milwaukee, Wisconsin) and various product lines including, but not limited to, severance and discontinued product costs.

(2) Bargain purchase gains related to the 2013 Acquisitions.

(3) On October 21, 2013, the Company issued $200 million of Senior Secured Notes maturing on November 1, 2019 and entered into the ABL Facility for $150 million to pay off existing indebtedness and pay a portion of the purchase price for the Thor Bus Acquisition. In connection with this refinancing, the Company recognized a loss on debt extinguishment of $9.2 million, which was comprised of prepayment fees and the write-off of previously capitalized debt issuance costs.

In fiscal year 2012, the Company paid one of the tranches under its previous debt agreement. In connection with this refinance, the Company recognized a loss on debt extinguishment of $1.5 million, which was comprised of prepayment fees and the write-off of previously capitalized debt issuance costs.

In fiscal year 2011, simultaneously with the merger of entities under common control, the Company undertook a refinancing of its long-term debt and revolving credit facilities. In connection with this refinancing, the Company recognized a loss on debt extinguishment of $1.3 million, which was comprised of prepayment fees and the write-off of previously capitalized debt issuance costs.

(4) A reconciliation of the calculation of basic and diluted weighted-average shares of common stock is as follows:

	Nine Months Ended		Fiscal Year Ended October 31,
	July 30, 2016	August 1, 2015	2015	2014	2013	2012	2011
Basic weighted-average common shares outstanding
Dilutive stock options
Diluted weighted-average common shares outstanding

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

This discussion and analysis should be read in conjunction with the accompanying audited and unaudited consolidated financial statements and related notes appearing elsewhere in this prospectus.

Overview

REV is a leading designer, manufacturer and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base primarily in the United States through three segments: Fire & Emergency, Commercial and Recreation. We provide customized vehicle solutions for applications including: essential needs (ambulances, fire apparatus, school buses, mobility vans and municipal transit buses), industrial and commercial (terminal trucks, cut-away buses and street sweepers) and consumer leisure (RVs and luxury buses). Our brand portfolio consists of 26 well-established principal vehicle brands including many of the most recognizable names within our served markets. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years. We believe that in most of our markets, we hold the first or second market share position and estimate that approximately 72% of our net sales during LTM July 30, 2016 came from products where we hold such share positions.

In fiscal year 2015, we sold approximately 18,500 units and we currently have an estimated installed base of approximately 300,000 vehicles in operation. We believe this provides us with a competitive advantage and recurring replacement vehicle sales as many customers are brand-loyal and fleet owners frequently seek to standardize their in-service fleets through repeat purchases of existing brands and product configurations. The specialty vehicle market is a complex and attractive market characterized by: (i) numerous niche markets with annual sales volumes generally between 3,000 and 25,000 units, (ii) highly customized vehicle configurations addressing unique customer applications and (iii) specialized customer bases and distribution channels (both dealer and direct). We believe the specialty vehicle market has historically been addressed primarily by smaller, less sophisticated companies, which has created an opportunity for market leadership by scaled and highly efficient producers such as REV. Under our current leadership, our focus on product innovation, life-cycle value leadership and operational improvement has strengthened our brands and market position while driving growth and expanding margins.

Our products are sold to municipalities, government agencies, private contractors, consumers and industrial and commercial end users. We have a diverse customer base with our top 10 customers representing less than 25% of our net sales in LTM July 30, 2016, with no single customer representing more than 8% of our net sales over the same period. Our top 10 customers have maintained relationships with REV and its predecessor companies for an average of approximately 20 years. We believe our diverse end markets are favorably exposed to multiple secular growth drivers such as: rising municipal spending, a growing aged population, growing urbanization, growing student populations, the increasing popularity of outdoor and active lifestyles, and the replacement of existing in-service vehicles including legislated replacements. In addition to these favorable underlying drivers of growth, we believe certain of our markets will benefit over the next several years from incremental demand created by the underinvestment in fleets following the 2008 recession. For example, we estimate that the cumulative pent-up replacement demand in the fire and emergency market is approximately 15,000 units, which represents 144% of the total fire and emergency market unit sales volume in the United States and Canada in 2015.

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Our business model utilizes our unique scale to drive profitable organic and acquisitive growth. We seek to gain market share by delivering high-quality products with customized attributes tailored to our customers’ product specifications, while simultaneously reducing costs and shortening delivery lead times. We aim to achieve this by standardizing and optimizing certain processes across our segments in areas including: procurement, engineering and product development, lean manufacturing, dealer management, pricing, and aftermarket parts sales. We believe our manufacturing and service network, consisting of 15 manufacturing facilities and 11 aftermarket service locations (called Regional Technical Centers or “RTCs”), provides us with a competitive advantage through the sharing of best practices, manufacturing flexibility based on relative facility utilization levels, delivery costs and lead times, economies of scale, customer service capabilities and a complementary distribution system. Our business consists primarily of design, engineering, integration and assembly activities, which require low levels of capital expenditures. Additionally, our business has a highly variable cost structure that results in operational flexibility, which, we believe, when combined with low levels of capital expenditures, can produce high returns on invested capital. Furthermore, our broad presence across the specialty vehicle market and large manufacturing and distribution network are important differentiators in our ability to grow through acquisitions. We seek to make synergistic acquisitions that further enhance our existing market positions or enter REV into new, attractive product segments. In the past 10 years, we have successfully integrated nine acquisitions and have demonstrated the ability to grow and enhance the earnings profile of acquired businesses by either consolidating acquired businesses into our existing plant footprint or by introducing REV processes into the newly acquired businesses to drive profitable growth.

Segments

The Company has three business segments:

Our Fire & Emergency segment sells fire apparatus equipment under the Emergency One (“E-ONE”) and Kovatch Mobile Equipment (“KME”) brands and ambulances under the American Emergency Vehicles (“AEV”), Horton Emergency Vehicles (“Horton”), Leader Emergency Vehicles (“Leader”), Marque, McCoy Miller, Road Rescue, Wheeled Coach and Frontline brands. We believe we are the largest manufacturer by unit volume of fire and emergency vehicles in the United States and have one of the industry’s broadest portfolios of products including Type I ambulances (aluminum body mounted on a heavy truck-style chassis), Type II ambulances (van conversion ambulance typically favored for non-emergency patient transportation), Type III ambulances (aluminum body mounted on a van-style chassis), pumpers (fire apparatus on a custom or commercial chassis with a water pump and small tank to extinguish fires), ladder trucks (fire apparatus with stainless steel or aluminum ladders), tanker trucks and rescue and other vehicles. Each of our individual brands is distinctly positioned and targets certain price and feature points in the market such that dealers often carry and customers often buy more than one REV Fire & Emergency product line.

Our Commercial segment serves the bus market through the following principal brands: Collins Bus, Goshen Coach, ENC, ElDorado National, Krystal Coach, Federal Coach, Champion and World Trans. We serve the terminal truck market through the Capacity brand, the sweeper market through the Lay-Mor brand and the mobility market through the ElDorado Mobility brand. We are a leading producer of small- and medium-sized buses, Type A school buses, transit buses, terminal trucks and street sweepers in the United States. Our products in the Commercial segment include cut-away buses (customized body built on various types and sizes of commercial chassis), transit buses (large municipal buses where we build our own chassis and body), luxury buses (bus-style limo or high-end luxury conversions), street sweepers (three- and four-wheel versions used in road construction activities), terminal trucks (specialized vehicle which moves freight in warehouses or intermodal yards and ports), Type A school buses (small school bus built on commercial chassis), and mobility vans (mini-van converted to be utilized by wheelchair passengers). Within each market segment, we produce a large number of customized configurations to address the diverse needs of our customers.

Our Recreation segment serves the RV market through four principal brands: American Coach, Fleetwood RV, Monaco Coach and Holiday Rambler. We believe these brands are among the longest standing, most recognized brands in the RV industry. Prior to the 2008 recession, as segments of larger public companies, they

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generated over $2 billion of annual sales in each of the calendar years 2004 and 2005 and represented approximately 36% of the Class A market in calendar year 2005 and an even higher percentage share of just the diesel portion of the Class A market. Under these four brands, REV provides a variety of highly recognized models such as: American Eagle, Dynasty, Discovery, Bounder and Pace Arrow, among others. Our products in the Recreation segment currently include only Class A motorized RVs (motorhomes built on a heavy duty chassis with either diesel or gas engine configurations) and Class C motorized RVs (motorhomes built on a commercial truck or van chassis). The Recreation segment also includes Goldshield Fiberglass, which produces a wide range of custom molded fiberglass products for the RV and broader industrial markets. Within our Recreation segment, we are one of the top producers of Class A diesel and gas motorized RVs with a 15% market share for calendar year-to-date July 2016 and we believe we are the fastest-growing participant in the market place based on market share, with our unit sales growing by 22% for calendar year-to-date July 2016 compared to the same period last year. We are focused on recapturing the significant market share which our four principal brands enjoyed prior to 2008.

Factors Affecting Our Performance

The primary factors affecting our results of operations include:

General Economic Conditions

Our business is impacted by the U.S. economic environment, employment levels, consumer confidence, municipal spending, changes in interest rates and instability in securities markets around the world, among other factors. In particular, changes in the U.S. economic climate can impact demand in key end markets.

RV purchases are discretionary in nature and therefore sensitive to the availability of financing, consumer confidence, unemployment levels, levels of disposable income and changing levels of consumer home equity, among other factors. The 2008 recession caused consumers to reduce their discretionary spending, which negatively affected sales volumes for RVs. Terminal truck sales volumes are also impacted by economic conditions and industrial output, as these factors impact our end-market customers for these products, which include shipping ports, trucking/distribution hubs and rail terminal operators. Although RV and terminal truck sales have increased in recent years, these markets are affected by general U.S. and global economic conditions, which create risks that future economic downturns will further reduce consumer demand and negatively impact our sales.

While less economically sensitive than the Recreation segment, our Fire & Emergency and Commercial segments are also impacted by the overall economic environment. Local tax revenues are an important source of funding for fire and emergency response departments. Reduced municipal tax revenues resulting from the 2008 recession led to a decline in these markets. As fire and emergency products and school buses are typically a larger cost item for municipalities and their service life is relatively long, their purchase is more deferrable, which can result in reduced demand for our products.

A decrease in employment levels, consumer confidence or the availability of financing, or other adverse economic events, or the failure of actual demand for our products to meet our estimates, could negatively affect the demand for our products. Any decline in overall customer demand in markets in which we operate could have a material adverse effect on our operating performance.

Cost Management Initiatives

Our recent operating results reflect the impact of our ongoing initiatives to lower our operating costs to expand our margins. Purchased materials, including chassis, represent our largest component of costs of sales. We operate a centralized strategic procurement organization dedicated to reducing our overall level of materials spend across our three segments, while simplifying and standardizing suppliers and parts.

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Impact of Acquisitions

For the past several years, a significant component of our growth has been the addition of businesses or business units through acquisitions. We typically incur upfront costs as we integrate acquired businesses and implement our operating philosophy at newly acquired companies, including changes to production processes at acquired facilities to implement “lean manufacturing” principles and other restructuring initiatives. The benefits of these integration efforts may not positively impact our financial results until subsequent periods. Operational and financial integration of our previously acquired businesses is ongoing.

In accordance with GAAP, we recognize acquired assets and liabilities at fair value. This includes the recognition of identified intangible assets and goodwill which, in the case of intangibles, are then amortized over their expected useful lives, which typically results in an increase in amortization expense. In addition, assets acquired and liabilities assumed generally includes tangible assets, as well as contingent assets and liabilities.

In the Recreation segment, we acquired MRV in 2013. In our other two segments, we acquired certain assets and liabilities of SJC in early 2013, completed the Thor Bus Acquisition in late 2013 and acquired KME in April 2016.

Our Commercial segment results include the Thor Bus Acquisition beginning on October 21, 2013, the date of acquisition. Therefore, the Thor Bus Acquisition is included in our GAAP financial results for only the last eleven days of fiscal year 2013 and the entire fiscal year 2014. Net sales attributed to the Thor Bus Acquisition were $428.6 million in fiscal year 2014 and $14.7 million in fiscal year 2013. Operating income attributed to this acquisition was $11.0 million in fiscal year 2014 and $0.7 million in fiscal year 2013.

Our Fire & Emergency segment results for the nine months ended July 30, 2016 include the results of KME since the date of its acquisition on April 22, 2016. Net sales and operating loss attributed to KME were $50.3 million and $1.5 million, respectively, from April 22, 2016 through July 30, 2016. The operating loss is principally attributable to one-time integration costs and additional expenses resulting from purchase accounting adjustments required by GAAP.

Impact of Initial Public Offering

Prior to this offering, our stockholders were party to a shareholders agreement that will be amended and restated in its entirety. That shareholders agreement provided for, among other things, an employee stockholder to sell their stock back to the Company when he or she is terminated by the Company without cause or for good reason, death, disability, retirement or dissolution. This provision required us to recognize the value of these outstanding shares as temporary equity in our consolidated statement of operations, with changes in the fair value recorded as an adjustment to retained earnings. As of July 30, 2016, the fair value of our common stock held by employees subject to the shareholders agreement was $15.9 million. The aforementioned rights of the employee stockholder to sell his or her shares of common stock will lapse upon completion of an initial public offering and, as such, subsequent to this offering, those shares which are held by an employee and remain outstanding will be reclassified to shareholders’ equity on our consolidated statements of operations. The amended and restated shareholders agreement will not contain a similar right. See “Certain Relationships and Related Party Transactions—Amended and Restated Shareholders Agreement.”

Stock Compensation Expense

As of July 30, 2016, the Company had          stock options outstanding which will vest upon this offering. The total unrecognized stock compensation expense related to these stock options is $        million. The total stock compensation expense for these stock options is based upon the fair value on the date of grant and is amortized over the vesting period, and it is not impacted by the offering price of the Company’s common stock in this offering. As a result of this offering, outstanding stock options which had previously been recorded as a

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liability on the Company’s balance sheet will be reclassified to permanent equity. Concurrent with that reclassification, the vested portion of these outstanding options will be re-measured at fair value on the offering date, which will result in $        million of additional stock compensation expense. Each $1.00 increase or decrease in the assumed initial public offering price of $        per share would increase or decrease this additional stock compensation expenses by approximately $        million.

Key Performance Indicators

In assessing the performance of our business, we consider a variety of operational and financial measures. These measures include net sales and units sold, selling, general and administrative expenses, Adjusted EBITDA, and Adjusted Net Income.

Net Sales and Units Sold

We evaluate net sales and units sold because it helps us measure the impact of economic trends, the effectiveness of our marketing, the response of customers to new product launches and model changes, and the effect of competition over a given period. We recognize revenue for sales of completed vehicles upon shipment or delivery and acceptance by the dealer or customer as specified by the relevant dealer or customer purchase order.

Our units present a wide range of products at various price points, with higher value-added units at higher price points typically resulting in higher gross margins. Additionally, large orders of similar units typically provide operational efficiencies that contribute to higher gross margins. As such, our management also utilizes unit volume sales mix to analyze our business.

Selling, General and Administrative Expenses

We evaluate our selling, general and administrative expenses in order to identify areas where we can create savings, such as third-party services cost reduction and process improvements. These expenses consist primarily of personnel costs, sales and marketing expenses, as well as other expenses associated with facilities unrelated to our supply chain network, internal management expenses and expenses for finance, information systems, legal, business development, human resources, purchasing and other administrative departments.

The components of our selling, general and administrative expenses may not be identical to those of our competitors. As a result, data in this prospectus regarding our operating and administrative expenses may not be comparable to similar data made available by our competitors. We expect that our selling, general and administrative expenses will increase in future periods due to additional legal, accounting, insurance and other expenses we expect to incur as a result of being a public company.

Adjusted EBITDA and Adjusted Net Income

Adjusted EBITDA and Adjusted Net Income are the primary metrics we use to evaluate the financial performance of our business. Adjusted EBITDA and Adjusted Net Income are also frequently used by analysts, investors and other interested parties to evaluate companies in our markets. We believe that Adjusted EBITDA and Adjusted Net Income are useful performance measures and we use them to facilitate a comparison of our operating performance on a consistent basis from period to period and to provide for a more complete understanding of factors and trends affecting our business. In addition to Adjusted EBITDA and Adjusted Net Income, we also utilize the metric of Adjusted EBITDA as a percentage of net sales as a complimentary measurement of performance among our businesses and versus our competitors. We also use Adjusted EBITDA and Adjusted Net Income as primary methods for planning and forecasting overall expected performance and for evaluating on a quarterly and annual basis actual results against such expectations, and as a performance evaluation metric in determining achievement of certain compensation programs and plans for employees, including our senior executives.

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Adjusted EBITDA and Adjusted Net Income are not presentations made in accordance with GAAP, nor are they measures of financial condition or liquidity and they should not be considered as an alternative to net cash provided by (used in) operating activities or net income (loss), respectively, for the period determined in accordance with GAAP. See “Prospectus Summary—Summary Consolidated Financial Data” for a discussion of our use of Adjusted EBITDA and Adjusted Net Income in this prospectus.

Results of Operations

Nine Months Ended July 30, 2016 Compared with Nine Months Ended August 1, 2015

	Nine Months Ended				Increase (Decrease)
	July 30, 2016		August 1, 2015		$			%
($ in thousands)
Net sales	$	1,381,247	$	1,272,052	$	109,195			8.6	%
Cost of sales		1,223,635		1,145,786		77,849			6.8	%
Gross profit		157,612		126,266		31,346			24.8	%
Operating Expenses:
Selling, general and administrative		97,901		75,429		22,472			29.8	%
Research and development costs		3,763		4,744		(981	)		(20.7	%)
Restructuring		2,807		3,268		(461	)		(14.1	%)
Amortization of intangibles		6,948		6,438		510			7.9	%
Total operating expenses		111,419		89,879		21,540			24.0	%
Operating income		46,193		36,387		9,806			26.9	%
Interest expense		20,828		20,851		(23	)		(0.1	%)
Income before provision for income taxes		25,365		15,536		9,829			63.3	%
Provision for income taxes		7,254		5,170		2,084			40.3	%
Net income	$	18,111	$	10,366	$	7,745			74.7	%
Adjusted EBITDA	$	85,219	$	57,995	$	27,224			46.9	%
Adjusted Net Income	$	36,109	$	19,139	$	16,970			88.7	%

Net Sales. Consolidated net sales were $1,381.2 million for the nine months ended July 30, 2016, an increase of $109.2 million, or 8.6%, from $1,272.1 million for the nine months ended August 1, 2015. The increase in consolidated net sales was primarily due to an increase in net sales of $74.6 million and $52.2 million in the Fire & Emergency and Recreation segments, respectively, offset by a decrease in net sales of $17.6 million in the Commercial segment. Increases in Fire & Emergency segment net sales were due to higher fire apparatus volumes, $50.3 million of net sales from KME, which was acquired in April 2016, and higher average selling prices for both fire trucks and ambulances. Higher net sales in the Recreation segment were due to higher unit sales volumes primarily in its Class A diesel products. Lower Commercial segment net sales were primarily due to lower cutaway commercial bus unit volumes shipped during the more recent period.

Cost of Sales. Consolidated cost of sales as a percentage of net sales was 88.6% for the nine months ended July 30, 2016 as compared to 90.1% for the nine months ended August 1, 2015. The decrease in consolidated cost of sales, as a percentage of net sales, was primarily due to a decrease in cost of sales in the Fire & Emergency and Commercial segments, offset by an increase in cost of sales in the Recreation segment. The aggregate reduction in cost of sales for the Company was due to the enterprise-wide implementation of strategic price increases, net reductions in the costs of materials resulting from specific sourcing initiatives, and the benefits of higher volumes.

Gross Profit. Consolidated gross profit was $157.6 million for the nine months ended July 30, 2016, an increase of $31.3 million, or 24.8% from $126.3 million for the nine months ended August 1, 2015. Consolidated

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gross profit, as a percentage of net sales, was 11.4% and 9.9% for the nine months ended July 30, 2016 and August 1, 2015, respectively. The increase in gross profit, as a percentage of net sales, was due to the combination of higher net sales and lower cost of sales described above.

Selling, General and Administrative. Consolidated selling, general and administrative expenses were $97.9 million for the nine months ended July 30, 2016, an increase of $22.5 million, or 29.8%, from $75.4 million for the nine months ended August 1, 2015. Selling, general and administrative expenses, as a percentage of sales, were 7.1% and 5.9% for the nine months ended July 30, 2016 and August 1, 2015, respectively. The increase in selling, general and administrative expenses was due primarily to increased corporate and marketing expenses. Selling, general and administrative expenses for the nine months ended July 30, 2016 included $12.3 million of stock-based compensation expense, of which $10.2 million which pertains to stock options to former employees that were expensed during the period.

Research and Development. Consolidated research and development costs for the nine months ended July 30, 2016 were $3.8 million, a decrease of $1.0 million, or 20.7% from $4.7 million for the nine months ended August 1, 2015. The reduction was largely due to product development programs and testing, with higher spending in 2015 for a fully redesigned terminal truck that was introduced to the market in 2015 and for the development of new RV models introduced in 2015 and 2016.

Restructuring. Consolidated restructuring costs were $2.8 million for the nine months ended July 30, 2016, compared to $3.3 million in the nine months ended August 1, 2015. In the first quarter of fiscal year 2016, the Company restructured some of its management functions in the Fire & Emergency segment and initiated the relocation of its Corporate office from Orlando, Florida to Milwaukee, Wisconsin. In the second quarter of fiscal year 2015, the Company implemented a restructuring of its management functions and various product lines across the Company.

Amortization of Intangibles. Consolidated amortization of intangibles was $6.9 million for the nine months ended July 30, 2016, compared to $6.4 million for the nine months ended August 1, 2015. The increase in amortization expenses was due primarily to the amortization of the intangible assets recorded as part of the acquisition of KME in April 2016.

Interest Expense. Consolidated interest expense was $20.8 million and $20.9 million for the nine months ended July 30, 2016 and August 1, 2015, respectively.

Income Taxes. Consolidated income tax expense was $7.3 million for the nine months ended July 30, 2016, an increase of $2.1 million from $5.2 million for the nine months ended August 1, 2015. The effective income tax rate was 28.6% and 33.3% for the nine months ended July 30, 2016 and August 1, 2015, respectively. The decrease in the Company’s effective income tax rate for the nine months ended July 30, 2016, relative to the prior fiscal year was primarily due to a discrete adjustment to deferred income tax balances. The adjustment is not material to current or previously issued financial statements.

Net Income. Consolidated net income was $18.1 million for the nine months ended July 30, 2016, an increase of $7.7 million, or 74.7% from $10.4 million for the nine months ended August 1, 2015.

Adjusted EBITDA. Consolidated Adjusted EBITDA was $85.2 million for the nine months ended July 30, 2016, an increase of $27.2 million, or 46.9%, from $58.0 million for the nine months ended August 1, 2015. The increase in Adjusted EBITDA was primarily due to an increase in gross profit, offset partially by an increase in selling, general and administrative expenses.

Adjusted Net Income. Consolidated Adjusted Net Income was $36.1 million for the nine months ended July 30, 2016, an increase of $17.0 million, or 88.7% from $19.1 million for the nine months ended August 1, 2015.

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Fire & Emergency Segment

	Nine Months Ended				Increase (Decrease)
	July 30, 2016		August 1, 2015		$		%
($ in thousands)
Net sales	$	523,969	$	449,328	$	74,641		16.6	%
Adjusted EBITDA		55,859		41,677		14,182		34.0	%

Net Sales. Fire & Emergency segment net sales were $524.0 million for the nine months ended July 30, 2016, an increase of $74.6 million, or 16.6%, from $449.3 million for the nine months ended August 1, 2015. Net sales of fire apparatus increased $73.9 million compared to the prior year period, due primarily to net sales of $50.3 million from KME, which was acquired in April 2016, as well as net sales of $25.7 million from the Hall-Mark RTC, which was acquired in November 2015. Net sales of ambulance units increased $1.0 million compared to the prior year period due primarily to sales mix of higher content units, offset by lower unit volume. In addition, net sales across all Fire & Emergency products increased due to the implementation of strategic price increases for certain models and markets.

Adjusted EBITDA. Fire & Emergency segment Adjusted EBITDA was $55.9 million for the nine months ended July 30, 2016, an increase of $14.2 million, or 34.0%, from $41.7 million for the nine months ended August 1, 2015. The increase in Adjusted EBITDA was primarily due to increased net sales from the acquired KME and the Hall-Mark RTC businesses, as well as increased average realized pricing and operational improvements, which was partially offset by (i) reduced units shipped compared to the prior year period and (ii) an increase in selling, general and administrative expenses.

Commercial Segment

	Nine Months Ended				Increase (Decrease)
	July 30, 2016		August 1, 2015		$			%
($ in thousands)
Net sales	$	499,760	$	517,361	$	(17,601	)		(3.4	)%
Adjusted EBITDA		37,268		25,423		11,845			46.6	%

Net Sales. Commercial segment net sales were $499.8 million for the nine months ended July 30, 2016, a decrease of $17.6 million, or 3.4%, from $517.4 million for the nine months ended August 1, 2015. The decrease in net sales was due primarily to a decrease in cutaway bus units shipped during the nine months ended July 30, 2016, partially offset by higher sales of Type A school buses and transit buses compared to the prior year period. This was also partially offset by higher average realized pricing compared to the prior year period.

Adjusted EBITDA. Commercial segment Adjusted EBITDA was $37.3 million for the nine months ended July 30, 2016, an increase of $11.8 million, or 46.6%, from $25.4 million for the nine months ended August 1, 2015. The increase in Adjusted EBITDA was primarily due to increased average realized pricing and lower material costs, which was partially offset by (i) reduced unit volume compared to the prior year and (ii) an increase in selling, general and administrative expenses.

Recreation Segment

	Nine Months Ended				Increase (Decrease)
	July 30, 2016		August 1, 2015		$		%
($ in thousands)
Net sales	$	357,518	$	305,364	$	52,154		17.1	%
Adjusted EBITDA		6,854		526		6,328		1,203.0	%

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Net Sales. Recreation segment net sales were $357.5 million for the nine months ended July 30, 2016, an increase of $52.1 million, or 17.1%, from $305.4 million for the nine months ended August 1, 2015. The increase in net sales was due primarily to an increase in Class A diesel units sold compared to the prior year period in addition to the lower net sales from the intentional slowdown in production in the prior year period. This was partially offset by fewer units sold of Class A gas and Class C models compared to the prior year period.

Adjusted EBITDA. Recreation segment Adjusted EBITDA was $6.9 million for the nine months ended July 30, 2016, an increase of $6.3 million, or 1,203.0%, from $0.5 million for the nine months ended August 1, 2015. The increase in Adjusted EBITDA was primarily due to an increase in unit volume, partially offset by (i) the increase in cost of sales as a percentage of net sales and (ii) an increase in selling, general and administrative expenses.

Fiscal Year 2015 Compared to Fiscal Year 2014

	Fiscal Year Ended October 31,				Increase (Decrease)
	2015		2014		$			%
($ in thousands)
Net sales	$	1,735,081	$	1,721,116	$	13,965			0.8	%
Cost of sales		1,553,127		1,557,877		(4,750	)		(0.3	)%
Gross profit		181,954		163,239		18,715			11.5	%
Operating Expenses:
Selling, general and administrative		102,309		111,820		(9,511	)		(8.5	)%
Research and development costs		5,106		8,275		(3,169	)		(38.3	)%
Restructuring		3,869		3,376		493			14.6	%
Amortization of intangibles		8,586		8,790		(204	)		(2.3	)%
Total operating expenses		119,870		132,261		(12,391	)		(9.4	)%
Operating income		62,084		30,978		31,106			100.4	%
Interest expense		27,272		26,195		1,077			4.1	%
Income before provision for income taxes		34,812		4,783		30,029			627.8	%
Provision for income taxes		11,935		3,295		8,640			262.2	%
Net income	$	22,877	$	1,488	$	21,389			1437.4	%
Adjusted EBITDA	$	90,126	$	61,513	$	28,613			46.5	%
Adjusted Net Income	$	34,017	$	14,457	$	19,560			135.3	%

Net Sales. Consolidated net sales in fiscal year 2015 were $1,735.1 million, an increase of $14.0 million, or 0.8%, compared to $1,721.1 million in fiscal year 2014. The increase in consolidated net sales was due to an increase in net sales in the Fire & Emergency and Commercial segments, offset by a decrease in net sales in the Recreation segment. Higher Fire & Emergency net sales were due to higher fire apparatus volumes and higher average selling prices of ambulance units. Higher Commercial net sales were due to higher unit volumes and lower Recreation segment net sales were due to lower unit volumes. Both the Fire & Emergency segment and the Commercial segment net sales were also higher in fiscal year 2015 due to the impact of targeted price increases for certain models and in certain markets.

Cost of Sales. Consolidated cost of sales as a percentage of net sales was 89.5% in fiscal year 2015 as compared to 90.5% in fiscal year 2014. Cost of sales includes inventory obsolescence reserves of $0.8 million and $4.1 million in fiscal year 2015 and fiscal year 2014, respectively, which were due to restructuring of product lines in the Recreation segment. The decrease in consolidated cost of sales, as a percentage of net sales, was primarily due to a reduction of cost of sales, as a percentage of net sales in the Fire & Emergency and Commercial segments, offset by an increase in the Recreation segment. Overall the lower cost of sales as a

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percentage of net sales in fiscal year 2015 compared to fiscal year 2014 was due to the impact of higher selling prices, product sales mix shift toward higher value added content vehicles and lower cost of materials.

Gross Profit. Consolidated gross profit in fiscal year 2015 was $182.0 million, an increase of $18.7 million, or 11.5%, compared to $163.2 million in fiscal year 2014. The increase in consolidated gross profit was due to an increase in gross profit in the Fire & Emergency and Commercial segments, offset by a decrease in gross profit in the Recreation segment. The increase in gross profit was the result of the decreases in cost of sales as a percentage of net sales described above.

Selling, General and Administrative. Consolidated selling, general and administrative expenses were $102.3 million in fiscal year 2015, a decrease of $9.5 million, or 8.5%, compared to $111.8 million in fiscal year 2014. The decrease in selling, general and administrative expenses was mainly due to reduced costs associated with the acquired RV brands as compared to fiscal year 2014, and due to lower incentive compensation expense. Selling, general and administrative expenses, as a percentage of net sales, were 5.9% and 6.5% in fiscal year 2015 and fiscal year 2014, respectively.

Research and Development. Consolidated research and development costs were $5.1 million in fiscal year 2015, a decrease of $3.2 million, or 38.3%, compared to $8.3 million in fiscal year 2014. The decrease was primarily due to fewer research and development costs in fiscal year 2015 associated with the redesign of acquired RV brands and new products which were launched during fiscal year 2015.

Restructuring. Consolidated restructuring costs were $3.9 million in fiscal year 2015 related to a Company-wide restructuring of management functions and product lines within the Commercial and Recreation segments as well as Corporate. Restructuring costs were $3.4 million in fiscal year 2014 related to the Company’s exit from the non-motorized towable RV market associated with the relocation of the remaining MRV operations from Elkhart, Indiana to our Decatur, Indiana facilities.

Amortization of Intangibles. Consolidated amortization of intangible assets expense was $8.6 million in fiscal year 2015, compared to $8.8 million in fiscal year 2014.

Operating Income. Consolidated operating income was $62.1 million in fiscal year 2015, an increase of $31.1 million, or 100.4%, compared to $31.0 million in fiscal year 2014. The growth in operating income was the result of the increase in gross profits and reduction in operating expenses described above.

Interest Expense. Consolidated interest expense was $27.3 million in fiscal year 2015, an increase of $1.1 million, or 4.1%, compared to $26.2 million in fiscal year 2014. The increase in interest expense was due primarily to increased interest on vehicle chassis purchases and interest paid on customer deposits in the Fire & Emergency segment.

Income Taxes. Consolidated income tax expense was $11.9 million in fiscal year 2015, an increase of $8.6 million compared to $3.3 million in fiscal year 2014. The effective income tax rate was 34.3% and 68.9% for fiscal year 2015 and fiscal year 2014, respectively. The decrease in the Company’s effective income tax rate for fiscal year 2015, relative to the prior fiscal year, related primarily to non-deductible transaction costs associated with business acquisitions.

Net Income. Consolidated net income for fiscal year 2015 was $22.9 million, an increase of $21.4 million, or 1437.4% from $1.5 million in fiscal year 2014.

Adjusted EBITDA. Consolidated Adjusted EBITDA was $90.1 million in fiscal year 2015, an increase of $28.6 million, or 46.5%, from $61.5 million in fiscal year 2014. The increase in Adjusted EBITDA was due primarily to an increase in gross profit.

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Adjusted Net Income. Consolidated Adjusted Net Income was $34.0 million for fiscal year 2015, an increase of $19.6 million, or 135.3%, from $14.5 million in fiscal year 2014. The increase in Adjusted Net Income was due primarily to an increase in gross profit.

Fire & Emergency Segment

	Fiscal Year Ended October 31,				Increase (Decrease)
	2015		2014		$		%
($ in thousands)
Net sales	$	620,161	$	567,714	$	52,447		9.2	%
Adjusted EBITDA		63,306		37,544		25,762		68.6	%

Net Sales. Fire & Emergency segment net sales for fiscal year 2015 were $620.2 million, an increase of $52.4 million, or 9.2%, compared to $567.7 million in fiscal year 2014. Net sales of ambulances increased 15.5% as a result of stronger sales volume and higher average selling prices. Net sales of fire apparatus decreased 2.8% compared to fiscal year 2014, due to lower unit volume, offset by an increase in sales mix of units shipped in fiscal year 2015 with higher value-added content and higher average selling prices.

Adjusted EBITDA. Fire & Emergency segment Adjusted EBITDA was $63.3 million in fiscal year 2015, an increase of $25.8 million, or 68.6%, from $37.5 million in fiscal year 2014. The increase in Adjusted EBITDA was due primarily to higher unit volumes, higher prices and improved production efficiency in our ambulance operations as well as benefits from cost reduction initiatives and reduction in selling, general and administrative expenses.

Commercial Segment

	Fiscal Year Ended October 31,				Increase (Decrease)
	2015		2014		$		%
($ in thousands)
Net sales	$	701,980	$	654,432	$	47,548		7.3	%
Adjusted EBITDA		39,095		34,273		4,822		14.1	%

Net Sales. Commercial segment net sales were $702.0 million in fiscal year 2015, an increase of $47.5 million, or 7.3%, compared to $654.4 million in fiscal year 2014. The increase compared to the prior year was due to an increase in unit volume and an increase in average selling prices across the product portfolio.

Adjusted EBITDA. Commercial segment Adjusted EBITDA was $39.1 million in fiscal year 2015, an increase of $4.8 million, or 14.1%, from $34.3 million in fiscal year 2014. The increase in Adjusted EBITDA was due primarily to the combination of increased unit volumes, higher average selling prices and lower production costs due to the results of cost reduction initiatives, partially offset by an increase in selling, general and administrative expenses.

Recreation Segment

	Fiscal Year Ended October 31,				Increase (Decrease)
	2015		2014		$			%
($ in thousands)
Net sales	$	412,940	$	498,970	$	(86,030	)		(17.2	)%
Adjusted EBITDA		1,507		2,001		(494	)		(24.7	)%

Net Sales. Recreation segment net sales were $412.9 million in fiscal year 2015, a decrease of $86.0 million, or 17.2%, compared to $499.0 million in fiscal year 2014. The decrease was primarily due to the discontinuation

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of certain non-motorized towable RVs, which represented a sales decrease of $15.1 million, and the slowdown of production in the second and third quarters of fiscal year 2015, which was partially offset by an increase in average selling prices resulting from the change in product mix to motorized RVs only, compared to a mix of motorized and towables in fiscal year 2014.

Adjusted EBITDA. Recreation segment Adjusted EBITDA was $1.5 million in fiscal year 2015, a decrease of $0.5 million, or 24.7%, from $2.0 million in fiscal year 2014. The decrease in Adjusted EBITDA was due primarily to a decrease in unit volume and an increase in selling, general and administrative expenses, as a result of higher costs related to new product introductions and $4.1 million of product discontinuation costs related to our exit from the towable RV business.

Fiscal Year 2014 Compared to Fiscal Year 2013

	Fiscal Year Ended October 31,					Increase (Decrease)
	2014		2013			$			%
($ in thousands)
Net sales	$	1,721,116	$	1,173,051		$	548,065			46.7	%
Cost of sales		1,557,877		1,055,743			502,134			47.6	%
Gross profit		163,239		117,308			45,931			39.2	%
Operating expenses:
Selling, general and administrative		111,820		88,618			23,202			26.2	%
Research and development costs		8,275		1,863			6,412			344.2	%
Restructuring		3,376		11,178			(7,802	)		(69.8	)%
Amortization of intangibles		8,790		6,159			2,631			42.7	%
Total operating expenses		132,261		107,818			24,443			22.7	%
Operating income		30,978		9,490			21,488			226.4	%
Interest expense		26,195		23,222			2,973			12.8	%
Gain on bargain purchase		—		(36,495	)		36,495			—
Loss on debt extinguishment		—		9,220			(9,220	)		—
Income before provision for income taxes		4,783		13,543			(8,760	)		(64.7	)%
Provision (benefit) for income taxes		3,295		(11,483	)		14,778			128.7	%
Net income	$	1,488	$	25,026		$	(23,538	)		(94.1	)%
Adjusted EBITDA	$	61,513	$	44,038		$	17,475			39.7	%
Adjusted Net Income	$	14,457	$	9,620		$	4,837			50.3	%

Consolidated and Commercial segment results include the commercial bus operations acquired from the Thor Bus Acquisition on October 21, 2013 as of the date of acquisition. Therefore, the acquired operations are included in the full year of fiscal year 2014 and were included for only the last 11 days of fiscal year 2013. Net sales attributed to the acquired commercial bus brands were $428.6 million in fiscal year 2014 and $14.7 million in fiscal year 2013. Operating income attributed to the acquired commercial bus brands was $11.0 million in fiscal year 2014 and $0.7 million in fiscal year 2013.

Net Sales. Consolidated net sales were $1,721.1 million, an increase of $548.1 million, or 46.7%, from net sales of $1,173.1 million in fiscal year 2013. The increase in consolidated net sales was due primarily to an increase in net sales in the Commercial segment, as a result of the Thor Bus Acquisition, as well as an increase in net sales in the Fire & Emergency and Recreation segments resulting from higher unit volumes.

Cost of Sales. Consolidated cost of sales as a percentage of net sales was 90.5% for fiscal year 2014, compared to 90.0% in fiscal year 2013. Cost of sales includes inventory obsolescence reserves of $4.1 million in

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fiscal year 2014, which were due to restructuring of product lines in the Recreation segment. The increase in consolidated cost of sales, as a percentage of net sales, was primarily due to an increase in the Fire & Emergency and Recreation segments due to a shift in product mix in both segments in addition to higher new product introduction costs in the Recreation segment. These costs of sales increases were partially offset by a decrease in costs as a percentage of sales in the Commercial segment.

Gross Profit. Consolidated gross profit in fiscal year 2014 was $163.2 million, an increase of $45.9 million, or 39.2%, compared to $117.3 million in fiscal year 2013. The increase in consolidated gross profit was due to an increase in gross profit in all segments mainly due to volume and other factors describe above.

Selling, General and Administrative. Consolidated selling, general and administrative expenses were $111.8 million in fiscal year 2014, an increase of $23.2 million, or 26.2%, from $88.6 million in fiscal year 2013. The increase in selling, general and administrative expenses was due to increased selling resulting from an increase in unit volume and increased incentive compensation expense across all business segments, as well as increased expenses for acquired businesses. Selling, general and administrative expenses, as a percentage of net sales decreased to 6.5% and 7.6% in fiscal year 2014 and fiscal year 2013, respectively.

Research and Development. Consolidated research and development costs were $8.3 million in fiscal year 2014, an increase of $6.4 million, or 344.2%, compared to $1.9 million in fiscal year 2013. The increase was driven by additional product development in our Recreation segment.

Restructuring. Consolidated restructuring expenses were $3.4 million in fiscal year 2014 incurred as a result of the Company’s exit from the non-motorized towable RV market and the relocation of MRV operations from Elkhart, Indiana to the Company’s Decatur, Indiana facilities. In fiscal year 2013, the Company recorded restructuring charges of $11.2 million in connection with the SJC and MRV acquisitions.

Amortization of Intangibles. Consolidated amortization of intangibles was $8.8 million in fiscal year 2014 compared to $6.2 million in fiscal year 2013. This increase was primarily due to amortization of intangible assets resulting from the Thor Bus Acquisition.

Operating Income. Consolidated operating income for fiscal year 2014 was $31.0 million, an increase of $21.5 million, or 226.4%, compared to $9.5 million in fiscal year 2013. The growth in operating income was attributed to higher volumes and gross profits across all segments.

Interest Expense. Consolidated interest expense for fiscal year 2014 was $26.2 million, an increase of $3.0 million, or 12.8%, compared to $23.2 million in fiscal year 2013. The higher interest expense reflected an increase in debt as a result of the Company’s acquisition related refinancing in fiscal year 2013.

Bargain Purchase Gain. The Company recorded a gain on bargain purchase of $36.5 million related to the 2013 Acquisitions.

Loss on Debt Extinguishment. The Company recorded a loss on debt extinguishment of $9.2 million, which reflects costs related to the 2013 debt refinancing, including prepayment fees and the write-off of capitalized debt issuance costs.

Income Taxes. Consolidated income tax expense for fiscal year 2014 was $3.3 million, an increase of $14.8 million, compared to an income tax benefit of $11.5 million in fiscal year 2013. The effective income tax rate was 68.9% and (84.8)% for fiscal year 2014 and fiscal year 2013, respectively. The increase in the Company’s effective income tax rate for fiscal year 2014, relative to the prior fiscal year was primarily due to a benefit realized in fiscal year 2013 for nontaxable bargain purchase gains recorded as a result of the 2013 Acquisitions. In addition, the fiscal year 2014 effective tax rate was negatively impacted by non-deductible transaction costs associated with the 2013 Acquisitions.

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Net Income. Consolidated net income for fiscal year 2014 was $1.5 million, a decrease of $23.5 million, or 94.1% from $25.0 million in fiscal year 2013.

Adjusted EBITDA. Consolidated Adjusted EBITDA was $61.5 million in fiscal year 2014, an increase of $17.5 million, or 39.7%, from $44.0 million in fiscal year 2013. The increase in Adjusted EBITDA was due primarily to an increase in gross profit.

Adjusted Net Income. Consolidated Adjusted Net Income was $14.5 million in fiscal year 2014, an increase of $4.8 million, or 50.3% from $9.6 million in fiscal year 2013. The increase in Adjusted Net Income was due primarily to an increase in gross profit.

Fire & Emergency Segment

	Fiscal Year Ended October 31,				Increase (Decrease)
	2014		2013		$		%
($ in thousands)
Net sales	$	567,714	$	484,282	$	83,432		17.2	%
Adjusted EBITDA		37,544		33,577		3,967		11.8	%

Net Sales. Fire & Emergency segment net sales for fiscal year 2014 were $567.7 million, an increase of $83.4 million, or 17.2%, compared to net sales of $484.3 million in fiscal year 2013. The increase in net sales was the result of higher unit volumes of ambulances and fire apparatus.

Adjusted EBITDA. Fire & Emergency segment Adjusted EBITDA was $37.5 million in fiscal year 2014, an increase of $4.0 million, or 11.8%, from $33.6 million in fiscal year 2013. The increase in Adjusted EBITDA was due to higher unit volumes of both ambulances and fire apparatus, as offset by higher operating expenses.

Commercial Segment

	Fiscal Year Ended October 31,				Increase (Decrease)
	2014		2013		$		%
($ in thousands)
Net sales	$	654,432	$	227,582	$	426,850		187.6	%
Adjusted EBITDA		34,273		11,133		23,140		207.9	%

Commercial Segment results include the commercial bus operations acquired from the Thor Bus Acquisition on October 21, 2013, the results of which are included in fiscal year 2014 and the last 11 days of fiscal year 2013. Net sales attributed to the acquired commercial bus brands were $428.6 million in fiscal year 2014 and $14.7 million in fiscal year 2013. Operating income attributable to the acquired commercial bus brands was $11.0 million in fiscal year 2014 and $0.7 million in fiscal year 2013.

Net Sales. Commercial segment net sales were $654.4 million in fiscal year 2014, an increase of $427.0 million, or 187.6%, from net sales of $227.6 million in fiscal year 2013. The increase in net sales was primarily due to the additional $413.9 million of net sales from the Thor Bus Acquisition.

Adjusted EBITDA. Commercial segment Adjusted EBITDA was $34.3 million in fiscal year 2014, an increase of $23.1 million, or 207.9%, from $11.1 million in fiscal year 2013. The increase in Adjusted EBITDA was due primarily to higher unit volume from the Thor Bus Acquisition.

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Recreation Segment

	Fiscal Year Ended October 31,				Increase (Decrease)
($ in thousands)	2014		2013		$			%
Net sales	$	498,970	$	461,187	$	37,783			8.2	%
Adjusted EBITDA		2,001		6,473		(4,472	)		(69.1	)%

Net Sales. Recreation segment net sales were $499.0 million in fiscal year 2014, an increase of $37.8 million, or 8.2%, from net sales of $461.2 million in fiscal year 2013. The increase in net sales was due to increased motorized RV unit volume, which was partially offset by the discontinuation of towable products early in the second quarter of fiscal year 2014.

Adjusted EBITDA. Recreation segment Adjusted EBITDA was $2.0 million in fiscal year 2014, a decrease of $4.5 million, or 69.1%, from $6.5 million in fiscal year 2013, which was due primarily to losses in connection with acquired brands, as partially offset by increased unit volumes.

Backlog

Backlog represents orders received from dealers or directly from end customers. Backlog does not include purchase options or verbal orders. The following table presents a summary of our backlog by segment:

					Increase (Decrease)
($ in thousands)	July 30, 2016		August 1, 2015		$			%
Fire & Emergency	$	544,701	$	322,225	$	222,476			69.0	%
Commercial		263,940		285,124		(21,184	)		(7.4	)%
Recreation		62,210		53,009		9,201			17.4	%
Total Backlog	$	870,851	$	660,358	$	210,493			31.9	%

Each of our three segments has a backlog of new vehicle orders that generally extends out from two to nine months in duration. Our businesses take orders from our dealers and end customers that are evidenced by a firm purchase order for delivery of one or many specialty vehicles with a given specification over a period of time. These firm orders are placed in our backlog and reported at the aggregate selling prices, net of discounts or allowances, at the time the purchase order is received. We do not include verbal commitments or promised orders in our reported backlog. As of July 30, 2016, our backlog was $870.9 million compared to $660.4 million as of August 1, 2015. The increase in backlog was partially due to the backlog acquired with KME. We expect that our current backlog will be produced and sold within the next 12 months following July 30, 2016, which is the end of the most recent fiscal quarter.

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Quarterly Results of Operations

The following table sets forth selected unaudited quarterly statement of operations data for each of the quarters in the nine months ended July 30, 2016 and fiscal year 2015. The information for each of these quarters has been prepared on the same basis as our audited financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods in accordance with GAAP. This data should be read in conjunction with our audited and unaudited financial statements and related notes included elsewhere in this prospectus. This quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.

	Quarter Ended
($ in thousands)	July 30, 2016		April 30, 2016			January 30, 2016			October 31, 2015		August 1, 2015		May 2, 2015		January 31, 2015
Net sales	$	528,238	$	480,229		$	372,780		$	463,028	$	450,343	$	438,158	$	383,552
Cost of sales		464,285		421,509			337,841			407,345		401,935		394,147		349,700
Gross profit		63,953		58,720			34,939			55,683		48,408		44,011		33,852
Operating expense
Selling, general and administrative		35,481		35,314			27,106			26,868		24,584		27,833		23,024
Research and development costs		1,330		1,294			1,139			362		1,485		1,678		1,581
Restructuring costs		57		(215	)		2,965			601		909		2,359		—
Amortization of intangible assets		2,505		2,200			2,243			2,160		2,148		2,148		2,130
Total operating expenses		39,373		38,593			33,453			29,991		29,126		34,018		26,735
Interest expense		7,364		6,776			6,687			6,416		6,722		7,114		7,020
Income (loss) before provision for income taxes		17,216		13,351			(5,201	)		19,276		12,560		2,879		97
Provision (benefit) for income taxes		4,136		5,309			(2,191	)		6,766		4,286		1,067		(184	)
Net income (loss)		13,080		8,042			(3,010	)		12,510		8,274		1,812		281
Depreciation and amortization		6,856		5,387			4,872			4,853		4,723		4,762		4,746
Interest expense		7,364		6,776			6,687			6,416		6,722		7,114		7,020
Provision (benefit) for income taxes		4,136		5,309			(2,191	)		6,766		4,286		1,067		(184	)
EBITDA		31,436		25,514			6,358			30,545		24,005		14,755		11,863
Transaction expenses(a)		196		1,385			—			—		—		—		—
Sponsor expenses(b)		25		100			25			504		40		200		325
Restructuring costs(c)		57		(215	)		2,965			602		909		3,141		—
Stock-based compensation expense(d)		1,052		5,563			5,683			475		1,464		897		401
Non-cash purchase accounting(e)		697		—			—			—		—		—		—
Impact of KME acquisition(f)		—		2,426			1,952			N/A		N/A		N/A		N/A
Adjusted EBITDA	$	33,463	$	34,773		$	16,983		$	32,126	$	26,418	$	18,993	$	12,589

(a) Reflects costs incurred in connection with business acquisitions.

(b) Reflects the reimbursement of expenses to AIP, the Company’s primary equity holder.

(c) Restructuring costs are related to the Company’s restructuring of its management functions (including the move of its corporate headquarters from Orlando, Florida to Milwaukee, Wisconsin) and various product lines including, but not limited to, severance and discontinued product costs. Restructuring costs also include personnel costs including severance, stay bonuses, vacation and other benefits, and inventory obsolescence reserves for discontinued product lines, which are recognized as a component of cost of sales in the Company’s consolidated statements of operations.

(d) Reflects expenses associated with stock-based compensation. Stock-based compensation expenses during the quarters ended April 30, 2016 and January 30, 2016 include an aggregate of $10.2 million pertaining to stock options to former employees that were expensed during those periods.

(e) Reflects the amortization of the difference between the book value and fair market value of certain acquired inventory which was sold.

(f) Reflects management’s estimate of the Adjusted EBITDA of KME prior to its acquisition in April 2016.

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Liquidity and Capital Resources

General

Our primary requirements for liquidity and capital are working capital, inventory management, acquiring machinery and equipment, acquiring and building manufacturing facilities, the improvement and expansion of existing manufacturing facilities, debt service and general corporate needs. Historically, these cash requirements have been met through cash provided by operating activities, cash and cash equivalents and borrowings under our ABL Facility.

Additional future liquidity needs will include public company costs and the payment of cash dividends on our common stock. After completion of this offering, we intend to make a regular              cash distribution to holders of our common stock, subject to the discretion of our Board of Directors. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay dividends according to our policy, or at all. See “Dividend Policy” and “Risk Factors—Risks Relating to Our Common Stock and This Offering—We cannot assure you that we will declare dividends or have sufficient funds to pay dividends on our common stock.”

We believe that our sources of liquidity and capital will be sufficient to finance our continued operations, growth strategy, cash dividends (as described under “Dividend Policy”) and additional expenses we expect to incur as a public company in both the near term and on a long-term basis. However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our ABL Facility will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our ABL Facility is not sufficient due to the size of our borrowing base or other external factors, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we will be able to obtain refinancing or additional financing on favorable terms or at all. See “Risk Factors—Risks Relating to Our Business—Our business has meaningful working capital requirements, and a decline in access to financing or operating results may have an adverse impact on our liquidity position.”

Working capital at July 30, 2016 was $301.9 million compared to $222.6 million at October 31, 2015. The increase in working capital was primarily driven by the seasonal increase in inventories and accounts receivable and the impact of the KME acquisition, offset by higher accounts payable.

Long-term debt, excluding current maturities, at July 30, 2016 was $330.4 million compared to $212.4 million at October 31, 2015. Long-term debt increased primarily due to borrowings for cash used in business acquisitions as well as higher capital expenditures in the nine months ended July 30, 2016.

Cash Flow

The following table shows summary cash flows for the nine months ended July 30, 2016 and August 1, 2015 and for fiscal years 2015, 2014 and 2013:

	Nine Months Ended						Fiscal Year Ended October 31,
(in thousands)	July 30, 2016			August 1, 2015			2015			2014			2013
Net cash provided by (used in) operating activities	$	(11,209	)	$	(11,544	)	$	25,639		$	5,929		$	69,079
Net cash used in investing activities		(67,617	)		(8,937	)		(15,617	)		(12,820	)		(133,095	)
Net cash provided by (used in) financing activities		91,124			8,544			(17,573	)		1,385			76,940
Net (decrease) increase in cash and cash equivalents	$	12,298		$	(11,937	)	$	(7,551	)	$	(5,506	)	$	12,924

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Net Cash Provided by (Used in) Operating Activities

Net cash used in operating activities for the nine months ended July 30, 2016 was $11.2 million, compared to net cash used in operating activities of $11.5 million for the nine months ended August 1, 2015. The decrease in cash used by operating activities was primarily due to an increase in net income, offset by a larger increase in net working capital compared to the prior year period.

Net cash provided by operating activities for fiscal year 2015 was $25.6 million, compared to $5.9 million in fiscal year 2014. The increase in cash provided by operating activities was primarily due to an increase in net income.

Net cash provided by operating activities for fiscal year 2014 was $5.9 million, compared to $69.1 million in fiscal year 2013. The decrease was due primarily to higher working capital requirements.

Net Cash Used in Investing Activities

Net cash used in investing activities in the nine months ended July 30, 2016 was $67.6 million, compared to $8.9 million for the nine months ended August 1, 2015. The increase was primarily due to payments for business acquisitions and higher capital expenditures during the nine months ended July 30, 2016.

Net cash used in investing activities for fiscal year 2015 was $15.6 million, which consisted primarily of capital expenditures of $15.4 million.

Net cash used in investing activities for fiscal year 2014 was $12.8 million, which consisted of $12.1 million of capital expenditures and $5.0 million of payments for consideration for the Thor Bus Acquisition, offset by proceeds of $4.3 million from the sale of property, plant and equipment.

Net cash used in investing activities for fiscal year 2013 was $133.1 million, which consisted of $124.9 million of payments for consideration for the Thor Bus Acquisition and capital expenditures of $9.1 million.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities for the nine months ended July 30, 2016 was $91.1 million, which primarily consisted of net borrowings from our ABL Facility, and $21.2 million of payments to redeem common stock. Net cash provided by financing activities for the nine months ended August 1, 2015 was $8.5 million, and primarily consisted of net borrowings under our ABL Facility, offset by payments to redeem common stock.

Net cash used in financing activities for fiscal year 2015 was $17.6 million, which primarily consisted of net repayments of our ABL Facility, payments to redeem common stock, and the net proceeds of sales of our common stock.

Net cash provided by financing activities for fiscal year 2014 was $1.4 million, which primarily consisted of net proceeds from the issuance of our common stock and net borrowings under our ABL Facility, offset by payments to redeem common stock.

Net cash provided by financing activities for fiscal year 2013 was $76.9 million, which primarily consisted of net proceeds from the issuance of $200.0 million of Senior Secured Notes and net proceeds from the issuance of our common stock, offset by the repayment of our term loan and net repayments of our ABL Facility.

Senior Secured Notes

We intend to redeem in full the outstanding aggregate principal amount of Senior Secured Notes with a portion of the proceeds from this offering. See “Use of Proceeds.”

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ABL Facility

On October 21, 2013, we entered into a $150.0 million senior secured asset based lending revolving credit and guaranty agreement (the “ABL Facility”) with a syndicate of lenders. The ABL Facility consists of: (i) revolving loans, (ii) swing line loans and (iii) letters of credit, aggregating up to a combined maximum of $150.0 million. The total amount borrowed is subject to a $15.0 million sublimit for swing line loans and a $25.0 million sublimit for letters of credit, along with certain borrowing base and other customary restrictions as defined in the agreement. On April 22, 2016, the Company exercised its $50.0 million incremental commitment option under the ABL Facility in conjunction with the acquisition of KME. On August 19, 2016, the Company amended the ABL Facility to increase the commitment from $200.0 million to $300.0 million to provide flexibility and access to the suppressed borrowing base. All other terms and conditions of the ABL Facility remained unchanged.

The ABL Facility contains certain financial covenants. The Company was in compliance with all financial covenants under the ABL Facility as of July 30, 2016.

We intend to repay up to $        million aggregate principal amount of loans under ABL Facility, plus accrued and unpaid interest thereon, with a portion of the proceeds from this offering. See “Use of Proceeds” and “Description of Indebtedness.”

Contractual Obligations

The following table of material debt and lease commitments at                              summarizes the effect these obligations are expected to have on our cash flows in the future periods as set forth in the table below:

(in thousands)	2017	2018	2019	2020	2021	Thereafter	Total
Long-term debt(1)	$	$	$	$	$	$	$
Capital lease obligations(2)
Interest(3)
Operating leases
Other(4)
Total commitments	$	$	$	$	$	$	$

(1) Includes estimated principal payments due under our ABL Facility and our Senior Secured Notes. We intend to (i) redeem in full the outstanding Senior Secured Notes and (ii) repay up to $         million aggregate principal amount of loans under the ABL Facility, in each case, with a portion of the proceeds from this offering. See “Use of Proceeds.”

(2) Represents future payments on existing capital leases, including interest expense, through scheduled expiration dates.

(3) Based on interest rates in effect as of                             .

(4) Unrecognized tax benefits totaling $        million as of October 29, 2016, excluding related interests and penalties, are not included in the table because the timing of their resolution cannot be estimated. See Note 17 to our audited consolidated financial statements appearing elsewhere in this prospectus for disclosures regarding uncertain income tax positions under ASC Topic 740.

Off-Balance Sheet Arrangements

We have not created, and are not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. With the exception of operating lease obligations, we do not have any off-balance sheet arrangements or relationships with entities that are not consolidated into or disclosed in our consolidated financial statements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenues, expenses, results of operations, liquidity, capital expenditures and capital resources. In addition, we do not engage in trading activities involving non-exchange traded contracts.

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Seasonality

In a typical year, our operating results are impacted by seasonality. Historically the slowest quarters have been the first and second fiscal quarters when the purchasing seasons for vehicles such as school buses, RVs and sweepers are the lowest due to the colder weather and the relatively long time until summer vacation season, and the school year is underway with municipalities and school bus contractors utilizing their existing fleets to transport student populations. Sales of our products have typically been higher in the third and fourth fiscal quarters due to better weather, the vacation season, buying habits of RV dealers and end-users and the beginning of a new school year. Sales and earnings for other vehicles that we produce, such as essential emergency vehicles and commercial bus fleets, are less seasonal, but fluctuations in sales of these vehicles can also be impacted by timing surrounding the fiscal years of municipalities and commercial customers, as well as the timing and amounts of multi-unit larger orders. See “Risk Factors—Risks Relating to Our Business—Some of the markets in which we compete are seasonal, which results in fluctuations in sales and results of operations.”

Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of changes in the value of market risk sensitive instruments caused by fluctuations in interest rates and foreign exchange rates. We are also exposed to market risk based on fluctuations in commodity market prices for key raw material inputs. Changes in these factors could cause fluctuations in the results of our operations and cash flows.

Interest Rate Risk

We are exposed to market risk based on fluctuations in market interest rates. Our exposure to fluctuating interest rate risk consists of floating rate debt instruments that are indexed to short-term benchmark interest rates. As of July 30, 2016, we had $135.1 million of principal outstanding under our ABL Facility at an average rate of 2.19% per annum. For the nine months ended July 30, 2016, a 100 basis point increase (decrease) in our effective interest rate under the ABL Facility would increase (decrease) interest expense by $1.4 million. See “Description of Indebtedness—ABL Facility.”

Foreign Exchange Risk

We are exposed to foreign currency exchange rate risk, primarily in Canadian dollars. We have entered into forward contracts on various foreign currencies to manage the foreign currency exchange rate risk on the collection of receivables denominated in foreign currencies. These derivatives typically require the exchange of a foreign currency, primarily Canadian dollars, for U.S. dollars at a fixed rate at a future date. See Note 12 to our audited consolidated financial statements and Note 11 to our unaudited interim consolidated financial statements appearing elsewhere in this prospectus.

Commodity Price Risk

We are a purchaser of certain commodities, including raw steel and aluminum. In addition, we are a purchaser of components and parts containing various commodities, including aluminum, fiberglass, copper and steel, which are integrated into our end products. We generally buy these commodities and components based on fixed market prices that are established with the vendor as part of the purchase process. Purchase contracts generally do not have an indexed price escalation formula to account for economic fluctuations between the contract date and the delivery date. As a result, we are typically unable to pass along increased costs due to economic fluctuations to our customers. We rarely use commodity financial instruments to hedge commodity prices. We will alternatively fix our prices for certain materials over an agreed upon amount of time between three months to 24 months through contracts with our vendors.

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Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates, assumptions and judgments that affect amounts of assets and liabilities reported in the consolidated financial statements, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and reported amounts of revenues and expenses during the year. We believe our estimates and assumptions are reasonable; however, future results could differ from those estimates. We consider the following policies to be the most critical in understanding the judgments that are involved in preparing our consolidated financial statements.

Revenue Recognition

We recognize revenue for sales of vehicles, parts and other finished products when contract terms are met, collectability is reasonably assured and a product is shipped or risk of ownership has been transferred to and accepted by the customer. In certain instances, risk of ownership and title passes when the product has been completed in accordance with purchase order specifications and has been tendered for delivery to the customer. Periodically, certain customers request bill and hold transactions. In those cases, revenue recognition for vehicles occurs after the customer has been notified that the products have been completed according to the customer specifications, have passed all of our quality control inspections, and are ready for delivery.

Revenue from service agreements is recognized as earned when services are rendered. Intercompany sales are eliminated upon consolidation. Provisions are made for discounts, returns and sales allowances based on management’s best estimate and the historical experience of each business unit. Sales are recorded net of amounts invoiced for taxes imposed on the customer, such as excise or value-added taxes.

Customer advances include amounts received in advance of the completion of vehicles or in advance of services being rendered. Such customer advances are recorded as current liabilities in our consolidated statements of operations until the vehicle is shipped or the service rendered.

Income Taxes

We account for income taxes under the guidance of Accounting Standard Codification 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We record a valuation allowance on deferred tax assets for which utilization is not more likely than not. Management judgment is required in determining our provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against our net deferred tax assets.

We recognize liabilities for uncertain income tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. These reevaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, successfully settled issues under audit, expirations due to statutes, and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an increase to the tax accrual.

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Stock Compensation Expense

Stock compensation expense is recorded over the term of the associated stock option grants, which is generally up to 10 years from the grant date, and is measured based upon the estimation of the fair value of all stock option awards on the grant date by applying the Black-Scholes option-pricing valuation model (the “Black-Scholes Model”). The application of the Black-Scholes Model requires us to make certain assumptions such as the fair value of our common stock on the grant date, forfeitures of option grants and the rate of dividend payments on our common stock. Other assumptions utilized in the Black-Scholes Model include volatility of the share price of select peer public companies and the risk free rate.

The fair value of our common stock is calculated by determining our enterprise value by applying an earnings multiple to our Adjusted EBITDA over the previous 12 months, and deducting outstanding debt, then dividing by the number of shares of common stock outstanding. The assumption for forfeitures is based upon historical experience. As we have not historically paid dividends on our common stock, we have assumed a 0% dividend rate for all outstanding stock options.

Prior to this offering, our stockholders were party to a shareholders agreement that will be amended and restated in its entirety. Due to provisions in that shareholders agreement, a shareholder is allowed to put his or her shares to us under certain circumstances. As such, certain outstanding stock options are considered liability awards and are recorded at intrinsic value, which is the difference between the estimated fair value of the Company’s common stock and the option strike price and recognized as a liability on our consolidated balance sheet. Upon becoming a public entity, we will record the liability awards at fair value. As a result of this offering, the aforementioned put rights will expire and the outstanding options will no longer be considered liability awards and the fair value of the options will be reclassified to shareholders’ equity.

Business Combinations

Acquisitions are accounted for using purchase accounting. The purchase price of an acquired company is allocated between tangible and intangible assets acquired and liabilities assumed from the acquired business, in each case based on their estimated fair values. Any excess consideration transferred is recorded as goodwill. A bargain purchase gain is recognized to the extent the estimated fair value of the net assets acquired exceeds the purchase price. The results of operations of the acquired businesses are included in our operating results from the date of acquisition.

Assets acquired and liabilities assumed generally include tangible and intangible assets, as well as contingent assets and liabilities. When available, the estimated fair values of these assets and liabilities are determined based on observable inputs, such as quoted market prices, information from comparable transactions, offers made by other prospective acquirers (in such cases where we may have certain rights to acquire additional interests in existing investments) and the replacement cost of assets in the same condition or stage of usefulness (Level 1 and 2). Unobservable inputs, such as expected future cash flows or internally developed estimates of value (Level 3), are used if observable inputs are not available.

Accounts Receivable

Accounts receivable consist of amounts billed and currently due from customers. We extend credit to customers in the normal course of business and maintain an allowance for doubtful accounts resulting from the inability or unwillingness of customers to make required payments. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. Each fiscal quarter, we prepare an analysis of our ability to collect outstanding receivables that provides a basis for an allowance estimate for doubtful accounts. In connection with this analysis, we evaluate the age of accounts receivable, past collection history, current financial conditions of key customers and economic conditions.

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Based on this evaluation, we establish a reserve for specific accounts receivable that are believed to be uncollectible, as well as an estimate of uncollectible receivables not specifically known. Historical trends and our current knowledge of potential collection problems provide us with sufficient information to establish a reasonable estimate for an allowance for doubtful accounts. Receivables are written off when management determines collection is highly unlikely and collection efforts have ceased. Recoveries of receivables previously written off are recorded when received.

Goodwill

Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. We account for business combinations by estimating the fair value of consideration paid for acquired businesses, including contingent consideration, and assigning that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill or gain on bargain purchase. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate future cash flows and discount rates. Such analyses involve significant judgments and estimations on our part.

Goodwill is not amortized. However, we review goodwill for impairment at least annually or more often if an event occurs or circumstances change which indicates that their carrying amount may not exceed their fair value. The annual impairment review is performed as of the first day of the fourth quarter of each fiscal year based upon information and estimates available at that time.

To perform the impairment testing, we first assess qualitative factors to determine whether it is more likely than not that the fair values of our reporting units are less than their carrying amounts as a basis for determining whether or not to perform the quantitative impairment test. We then estimate the fair value of each reporting unit and each indefinite-lived intangible asset not meeting the qualitative criteria and compare their fair values to their carrying values.

The fair value of each reporting unit of the Company is determined by using both the income approach and market approach. The income approach involves discounting management’s projections of future cash flows and a terminal value discounted at a discount rate which approximates the Company’s weighted-average cost of capital (“WACC”). Key assumptions used in the income approach include future sales growth and same-store sales, gross margin and operating expenses trends, depreciation expense, taxes, capital expenditures, changes in working capital and discount rate. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. The WACC incorporates equity and debt return rates observed in the market for a group of comparable public companies and is determined using an average debt-to-equity ratio of selected comparable public companies. The terminal value is based upon the projected cash flow for the final projected year, and is calculated using estimates of growth of the net cash flows based on our estimate of stable growth for each financial reporting unit. The market approach is based upon observed transactions in the marketplace, evidenced by trading multiples based upon estimated and actual sales and EBITDA. The sales and earnings multiples selected by the Company are based upon the average multiples of comparable public companies and then adjusted for factors including forecast risk, growth and profitability.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Determining fair value using an income approach requires that we make significant estimates and assumptions, including management’s long-term projections of cash flows, market conditions and appropriate discount rates. Our judgments are based on historical experience, current market trends and other information. In estimating future cash flows, we rely on internally generated forecasts for operating profits and cash flows, including capital expenditures. The rates used to discount projected future cash flows reflect a WACC based on our industry, capital structure and risk premiums including those reflected in the current market capitalization, and could change and therefore impact the fair value of our reporting units. The inputs and assumptions used in the determination of fair value are considered Level 3 inputs within the fair value hierarchy.

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If the fair value of any reporting unit is less than its carrying value, the fair value of the implied goodwill is calculated as the difference between the fair value of the reporting unit and the fair value of the underlying assets and liabilities, excluding goodwill. An impairment charge is recorded for any excess of the carrying value of goodwill over the implied fair value for each reporting unit.

Impairment of Long-Lived Assets Other Than Goodwill

Long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying value of such assets to the undiscounted future cash flows expected to be generated by such assets. If the carrying value of an asset exceeds its estimated undiscounted future cash flows, an impairment provision is recognized to the extent that the carrying amount of the asset exceeds its fair value. We consider factors such as historic or forecasted operating results, trends and future prospects, current market value, significant industry trends and other economic and regulatory factors in performing these analyses. Using different assumptions and definitions could result in a change in our estimates of cash flows and those differences could produce materially different results.

When determining the fair value of trade names, we use the relief from royalty method which requires the determination of fair value based on if the Company was licensing the right to the trade name in exchange for a royalty fee. We utilize the income approach to determine future revenues to which to apply a royalty rate. The royalty rate is based on market approach concepts. In considering the value of trade names, we look to relative age, consistent use, quality, expansion possibilities, relative profitability and relative market potential.

Long-Lived Assets, Including Definite-Lived Intangibles

Property, plant and equipment and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an analysis is necessitated by the occurrence of a triggering event, we compare the carrying amount of the asset group with the estimated undiscounted future cash flows expected to result from the use of the asset group. If the carrying amount of the asset group exceeds the estimated expected undiscounted future cash flows, we measure the amount of the impairment by comparing the carrying amount of the asset group with its estimated fair value. Such analyses necessarily involve significant judgments and estimations on our part.

Warranty

Provisions for estimated warranty and other related costs are recorded in cost of sales and are periodically adjusted to reflect actual experience. The amount of accrued warranty liability reflects management’s best estimate of the expected future cost of honoring our obligations under our limited warranty plans. The costs of fulfilling our warranty obligations principally involve replacement parts, labor and sometimes travel for any field retrofit or recall campaigns. Our estimates are based on historical experience, the number of units involved and the cost per claim. Also, each quarter we review actual warranty claims to determine if there are systemic effects that would require a field retrofit or recall campaign.

Segment Reporting

For purposes of business segment performance measurement, we do not allocate to individual business segments costs or items that are of a non-operating nature or organizational or functional expenses of a corporate nature. The caption “corporate and other” includes corporate office expenses, including stock-based compensation, results of insignificant operations, intersegment eliminations and income and expenses not allocated to reportable segments. Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate activities.

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Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer, identify the separate performance obligations in the contract, determine the transaction price, allocate the transaction price to the separate performance obligations in the contract and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. ASU 2014-09 will become effective for fiscal years beginning after December 15, 2018 (the Company’s fiscal year 2020). The Company is currently evaluating the impact of ASU 2014-09 on its consolidated financial statements.

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). Under ASU 2015-11, entities should measure inventory that is not measured using last-in, first-out or the retail inventory method, including inventory that is measured using first-in, first-out or average cost, at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. ASU 2015-11 is effective for reporting periods beginning after December 15, 2016 and is to be applied prospectively. The adoption of ASU 2015-11 is not expected to have a material effect on our consolidated financial statements.

In August 2015, the FASB issued ASU No. 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” (“ASU 2015-15”), which clarifies the guidance set forth in ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), issued in April 2015. ASU 2015-03 requires that debt issuance costs related to a recognized liability be presented on the statements of operations as a direct reduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. ASU 2015-15 provides additional guidance regarding debt issuance costs associated with line-of-credit arrangements, stating that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred issuance costs ratably over the term of the line-of-credit arrangement. ASU 2015-03 is effective for reporting periods beginning after December 15, 2015, and early adoption is permitted. We early adopted ASU 2015-03 and ASU 2015-15 and debt issuance costs are presented as a direct deduction from the carrying amount of that debt liability for all periods presented. The adoption of ASU 2015-03 and ASU 2015-15 did not have a material effect our consolidated financial statements.

In September 2015, the FASB issued ASU No. 2015-16, “Business Combinations (Topic 805)—Simplifying the Accounting for Measurement-Period Adjustments” (“ASU 2015-16”). ASU 2015-16 requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, rather than as retrospective adjustments. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. ASU 2015-16 should be applied prospectively to adjustments to provisional amounts that occur after the effective date of ASU 2015-16 with earlier application permitted for financial statements that have not been issued. We believe the adoption of ASU 2015-16 will not have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, “Income Taxes, Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which simplifies the balance sheet classification of deferred taxes. ASU 2015-17 requires that all deferred tax assets and liabilities be classified as noncurrent in the classified balance sheet, rather than separating such deferred taxes into current and noncurrent amounts, as is required under current guidance. ASU 2015-17 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016 with early adoption permitted, and may be applied either prospectively or retrospectively. We expect to adopt ASU 2015-17 in the fourth quarter of fiscal year 2016 and do not believe the adoption of ASU 2015-17 will have a material impact on our consolidated financial statements.

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In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The amendments in this update require, among other things, that lessees recognize the following for all leases (with the exception of leases with a duration of less than 12 months) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-to-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees and lessors must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We expect to adopt ASU 2016-02 in the first quarter of 2019 and are currently evaluating the impact of ASU 2016-02 to our consolidated financial statements.

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BUSINESS

Our Company

REV is a leading designer, manufacturer and distributor of specialty vehicles and related aftermarket parts and services. We serve a diversified customer base primarily in the United States through three segments: Fire & Emergency, Commercial and Recreation. We provide customized vehicle solutions for applications including: essential needs (ambulances, fire apparatus, school buses, mobility vans and municipal transit buses), industrial and commercial (terminal trucks, cut-away buses and street sweepers) and consumer leisure (RVs and luxury buses). Our brand portfolio consists of 26 well-established principal vehicle brands including many of the most recognizable names within our served markets. Several of our brands pioneered their specialty vehicle product categories and date back more than 50 years. We believe that in most of our markets, we hold the first or second market share position and estimate that approximately 72% of our net sales during LTM July 30, 2016 came from products where we hold such share positions.

In fiscal year 2015, we sold approximately 18,500 units and we currently have an estimated installed base of approximately 300,000 vehicles in operation. We believe this provides us with a competitive advantage and recurring replacement vehicle sales as many customers are brand-loyal and fleet owners frequently seek to standardize their in-service fleets through repeat purchases of existing brands and product configurations. The specialty vehicle market is a complex and attractive market characterized by: (i) numerous niche markets with annual sales volumes generally between 3,000 and 25,000 units, (ii) highly customized vehicle configurations addressing unique customer applications and (iii) specialized customer bases and distribution channels (both dealer and direct). We believe the specialty vehicle market has historically been addressed primarily by smaller, less sophisticated companies, which has created an opportunity for market leadership by scaled and highly efficient producers such as REV. Under our current leadership, our focus on product innovation, life-cycle value leadership and operational improvement has strengthened our brands and market position while driving growth and expanding margins.

Our products are sold to municipalities, government agencies, private contractors, consumers and industrial and commercial end users. We have a diverse customer base with our top 10 customers representing less than 25% of our net sales in LTM July 30, 2016, with no single customer representing more than 8% of our net sales over the same period. Our top 10 customers have maintained relationships with REV and its predecessor companies for an average of approximately 20 years. We believe our diverse end markets are favorably exposed to multiple secular growth drivers such as: rising municipal spending, a growing aged population, growing urbanization, growing student populations, the increasing popularity of outdoor and active lifestyles, and the replacement of existing in-service vehicles including legislated replacements. In addition to these favorable underlying drivers of growth, we believe certain of our markets will benefit over the next several years from incremental demand created by the underinvestment in fleets following the 2008 recession. For example, we estimate that the cumulative pent-up replacement demand in the fire and emergency market is approximately 15,000 units, which represents 144% of the total fire and emergency market unit sales volume in the United States and Canada in 2015.

Our business model utilizes our unique scale to drive profitable organic and acquisitive growth. We seek to gain market share by delivering high-quality products with customized attributes tailored to our customers’ product specifications, while simultaneously reducing costs and shortening delivery lead times. We aim to achieve this by standardizing and optimizing certain processes across our segments in areas including: procurement, engineering and product development, lean manufacturing, dealer management, pricing, and aftermarket parts sales. We believe our manufacturing and service network, consisting of 15 manufacturing facilities and 11 aftermarket service locations (called Regional Technical Centers or “RTCs”), provides us with a competitive advantage through the sharing of best practices, manufacturing flexibility based on relative facility utilization levels, delivery costs and lead times, economies of scale, customer service capabilities, and a complementary distribution system. Our business consists primarily of design, engineering, integration, and assembly activities, which require low levels of capital expenditures. Additionally, our business has a highly

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variable cost structure that results in operational flexibility, which when combined with low levels of capital expenditures, we believe can produce high returns on invested capital. Furthermore, our broad presence across the specialty vehicle market and large manufacturing and distribution network are important differentiators in our ability to grow through acquisitions. We seek to make synergistic acquisitions that further enhance our existing market positions or enter REV into new, attractive product segments. In the past 10 years, we have successfully integrated nine acquisitions and have demonstrated the ability to grow and enhance the earnings profile of acquired businesses by either consolidating acquired businesses into our existing plant footprint or by introducing REV processes into the newly acquired businesses to drive profitable growth.

Our management team has an average of 28 years of experience in highly specialized industrial manufacturing and aftermarket parts and services businesses. Beginning in 2014, our new leadership team introduced several initiatives to accelerate growth and improve our profitability. These initiatives included: improving brand management, strengthening distribution, implementing a centralized enterprise-wide procurement strategy, growing adjacent and aftermarket products and services, improving production processes within our facilities, driving down total cost of quality, implementing value-based pricing strategies and reducing fixed costs.

We have delivered strong financial and operating results from fiscal year 2014 to LTM July 30, 2016, as set forth below:

(1) We increased our net sales to $1,844 million, a compound annual growth rate, or “CAGR,” of 4.5%;

(2) We improved our operating performance, specifically:

• Net income grew to $31 million, representing a CAGR of 575%;

• Adjusted Net Income grew to $51 million, representing a CAGR of 122%;

• Adjusted EBITDA grew to $117 million, representing a CAGR of 50%; and

(3) We drove approximately 210 basis points and 279 basis points of expansion in our operating income and Adjusted EBITDA margins, respectively.

See “Prospectus Summary—Summary Consolidated Financial Data” for additional information regarding our non-GAAP measures, including a reconciliation of these measures to their most directly comparable GAAP measure.

Our Markets

We operate primarily in the United States in the fire and emergency, commercial and recreation markets. For LTM July 30, 2016 our net sales to international markets (including Canada) amounted to $76 million, representing approximately 4% of our overall net sales for the period. We sell internationally through dealers and agents to end markets that utilize U.S.-style chassis and product configurations.

Fire and Emergency Markets

According to industry sources, there were approximately 10,400 fire apparatus and ambulance units shipped in 2015 in the United States and Canada, representing a 10% and 30% increase over the annual industry volumes for 2014 and 2011, respectively. Fire and emergency products are used by municipalities and private contractors to provide essential services such as emergency response, patient transport and fire suppression, among other activities. Nearly all fire apparatus and ambulances are customized in some form; however, they share many common production, sales and component attributes such as similar manufacturing and engineering processes, raw materials (aluminum, lights, wire harnesses, paint and coatings, among others), and dealer-based distribution channels. The sales prices for our fire and emergency products can vary considerably given their highly customized nature, but generally range from $160,000 to $1,200,000 for fire apparatus and from $65,000 to $350,000 for ambulances. Demand is driven primarily by the replacement of in-service fleets, as well as by

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factors such as a growing aged population and a growing overall population (driving increased patient transportation and emergency response needs), new real estate developments, taller buildings (requiring more aerial vehicles), international airport growth (requiring Federal Aviation Administration-specified ARFF vehicles), and higher municipal funding levels. Local tax revenues are an important source of funding for fire and emergency response departments in addition to Federal grant money and locally raised funding. We estimate that ambulances have useful lives of five to seven years and generally operate on a 24/7 schedule, driving significant annual mileage which ultimately creates a replacement or remount sale as their underlying chassis wears out. We estimate fire apparatus have useful lives of 10 to 30 years and generally operate at lower levels of annual miles driven and, outside of major metropolitan areas, often become obsolete before they wear out. We believe there is significant pent-up replacement demand for fire apparatus and ambulances as annual unit shipment levels since the 2008 recession have remained well below pre-recession averages. As set forth in the charts below, we estimate the cumulative pent-up replacement demand at approximately 15,000 units, which we believe is incremental to ongoing normalized levels of demand.

We believe that a growing aged population, longer life expectancy, urbanization and the increasing use of emergency vehicles for non-critical care transport are all positive trends for the ambulance market. Further, the Patient Protection and Affordable Care Act and the resulting creation of federal and state healthcare exchanges have resulted in broader healthcare insurance coverage nationally, allowing ambulance service providers to realize higher reimbursement rates and increased ambulance utilization levels, as ambulance service providers historically provided care and transport for a significant number of individuals who had limited or no insurance.

Fire Apparatus	Ambulance
Unit Sales	Unit Sales
Source:    Fire Apparatus Manufacturers’ Association, Management estimates	Source:   National Truck Equipment Association — Ambulance Manufacturers Division, Management estimates

Commercial Markets

REV’s Commercial segment addresses a broad variety of products and end markets. The transit and shuttle bus market includes applications such as airport car rental and hotel/motel shuttles, paramedical transit vehicles for hospitals and nursing homes, tour and charter operations, daycare and student transportation, mobility vans for wheelchair users, and numerous other applications. According to industry sources, shipments of cutaway buses (those buses that are up to 35 feet in length) were approximately 15,000 units in 2015. We believe the commercial bus markets we serve will sustain positive long-term growth supported by growing levels of urbanization which will require increasing commercial bus usage, increased government transportation spending, an aging and growing U.S. population driving demand for shuttle buses and mobility vans, a necessary replacement cycle for public and private bus customers and the introduction of new bus products.

The demand for school buses is driven by the need for student transportation primarily in the United States and Canada. Within this market, we believe important demand drivers are the increasing number of students, the replacement cycle of in-service vehicles, substitution by private contract companies as the provider of student transportation from school districts (thus requiring the purchase of new buses), and legislated replacements.

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Insurance providers and state legislatures are increasingly requiring replacement of non-conforming vans which often drives a substitution purchase of our Type A product because of its numerous legislated safety features and benefits versus traditional van products. There are more than 14,000 school districts in the United States responsible for operating approximately 500,000 school buses. Approximately 19% of the school buses sold in 2015 were Type A buses, which we produce, and the remainder were Type B and C buses which we do not currently produce.

Terminal truck demand is driven by replacement of in-service fleets, growth in trade and the increased use of intermodal freight services and warehouses. We anticipate ongoing growth in global trade will result in higher future intermodal freight traffic growth. Sweeper demand is also driven by replacement of in-service fleets by contractors and rental companies as well as growth in infrastructure and construction spending. Sweepers are used in various applications within the construction and road and highway infrastructure markets.

U.S. State and Local Transportation Spending

$ Bn

Source:    USGovernmentspending.com

Recreation Markets

The RV industry includes various types and configurations of both motorized and towable RVs of which we currently manufacture and sell Class A (diesel and gas) and Class C motorized RVs. Motorized RVs are self-contained units built on motor vehicle chassis with their own lighting, plumbing, heating, cooking, refrigeration, sewage holding and water storage facilities. Class A RVs are generally constructed on medium-duty chassis which are supplied complete with engine and drivetrain components by major motor vehicle manufacturers. We then design, fabricate and install the living area and driver’s compartment of these motorized RVs. Class C RVs are built on consumer truck or van chassis which include an engine, drivetrain and a finished cab section. We design, fabricate and install the living area to connect to the driver’s compartment and the cab section.

According to the RV Consumer Report from 2011, an industry report published by the University of Michigan, approximately nine million households in the United States own an RV. Motorized RVs are a consumer leisure purchase and therefore factors that drive demand include: consumer wealth (including the value of primary housing residences and the stock market level), consumer confidence, availability of financing, and levels of disposable income. We believe end customers tend to be brand-loyal and repeat buyers who make decisions based on brand, quality, product configuration (primarily floorplan design, features and product styling), service availability and experience and price. Lifestyle trends are expected to support the growth of the RV market. We believe RVs are becoming more popular through increased interest in nature-based tourism and a growing preference for adventure travel among the growing urban populations. According to the Recreation Vehicle Industry Association, or RVIA, RV sales will continue to benefit from the aging “baby boomers” as more people enter the primary RV ownership age group of 55 to 70 years old. RVIA estimates that the number of consumers between the ages of 55 and 70 will total 56 million by 2020, 27% higher than in 2010. In addition to the growth tied to aging demographics, there are approximately 45 million active U.S. campers, many of which are outside the aforementioned demographic, representing an opportunity to expand the RV customer base.

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We believe the near-term RV industry outlook is positive. Year-over-year sales have increased for four years (2011 to 2015 and continuing through 2016) and participation rates continue to grow, which demonstrates a long-term trend toward RV ownership. In 2015, shipments of motorized RVs exceeded 47,000 units and approximately $3 billion of net sales, which is an increase of approximately 8% and 14%, respectively, compared to 2014 according to RVIA. In particular, approximately 21,950 Class A RVs were shipped in 2015, which represents a volume level that is approximately 40% below the pre-2008 recession historical average of shipped units from 1989 to 2007. Further, this volume level is approximately 53% below the industry’s peak volume in 2004 when approximately 46,000 Class A RV units were shipped. Accordingly, we believe industry volumes of Class A RVs, where REV’s market position is strongest, can recover to be in line with, or in excess of, pre-2008 recession historical averages.

Motorized RV North American Market Size

Unit 000s

Source:    RVIA

RV Participation
U.S. Households that Own RVs (in millions)	RV Ownership % of      U.S. Households
Source:       University of Michigan Study (The RV Consumer in 2011), RVdailyreport.com and U.S. Census Bureau

Our Strengths

We believe we have the following competitive strengths:

Market Leader Across All Segments with a Large Installed Base—We believe we are a market leader in each of the fire and emergency, commercial and recreation vehicle markets. Approximately 72% of our net sales in LTM July 30, 2016 are in markets in which we believe we hold the first or second market share positions. We believe we are the largest manufacturer by unit volume of fire and emergency vehicles in the United States. We also believe our Commercial segment is the #1 producer of small- and medium-sized commercial buses as well as Type A school buses in the United States. We believe we are also a leading producer of transit buses, terminal trucks, mobility vans and street sweepers. Within our Recreation segment, we are one of the top producers of

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Class A diesel and gas motorized RVs with a 15% market share and we believe we are the fastest growing manufacturer, growing our Class A RV market share by approximately 200 basis points to 15% for calendar year-to-date July 2016 compared to the same period last year.

We estimate that the replacement value of our installed base of approximately 300,000 vehicles across our segments is approximately $33 billion, which we believe is a significant competitive advantage for both new unit sales and aftermarket parts and service sales, as brand awareness drives customer loyalty and fleet owners frequently seek to standardize their in-service fleets through repeat purchases of existing brands and product configurations. For example, one of the largest municipal fire departments in the U.S. has its fleet of ambulances standardized on REV branded vehicles that have product configuration and feature sets that satisfy this customer’s unique specifications and standards.

Broad Product Portfolio and Well-Recognized Brands—Our product portfolio is comprised of high-quality vehicles sold under 26 well-established principal vehicle brands that in many instances pioneered their market segments. For example, the first Type A yellow school bus was developed and sold by Collins Bus and the first Type I ambulance was developed and sold by Horton. We believe our product portfolio represents the broadest product offering in our markets and enables us to attract and retain top dealers who in many instances sell multiple REV brands in their territories. Our vehicle platforms are highly customizable and can meet nearly all product specifications demanded by our customers. In each of the markets that we serve, we believe our brands are among the most recognized in the industry, representing performance, quality, reliability, durability, technological leadership and superior customer service.

Selling into Attractive, Growing End Markets—Each of our segments serves end markets that are supported by what we believe to be favorable, long-term demographic, economic and secular trends. We believe that the growing aged population in the United States will increase demand for products across all of our segments, as older demographics are a key demand driver for products such as emergency vehicles, mobility vans and RVs. In the Fire & Emergency segment, increasing legislated changes requiring shorter replacement cycles will create a source of recurring demand for our products as in-service vehicles achieve mileage or age limits. Additionally, fire and emergency vehicle purchases fell below historical replacement rates following the 2008 recession, and we estimate the cumulative pent-up replacement demand is approximately 15,000 units, which represents 144% of the total unit sale volume in the United States and Canada in 2015. Our Commercial segment is poised to grow as a result of increasing urbanization within the United States which will require greater use of commercial buses. We believe demand for our school buses and our fire and emergency vehicles will grow with increasing state and local government spending. In addition, we believe our RV segment is poised for long-term growth driven by increased RV participation rates and market unit recoveries to historical average levels. Additionally, we believe the current U.S. camper base of 45 million people represents an opportunity to expand the RV customer base. Though our net sales are primarily derived from sales in the United States, similar positive market dynamics exist in other parts of the world providing an opportunity for future global growth in each of our segments. Only approximately 4% of our net sales in LTM July 30, 2016 were from sales to customers outside the United States.

Unique Scale and Business Model—As the only manufacturer of specialty vehicles across all three of our product segments and one of the largest participants in our markets by net sales, we enjoy a unique position relative to many of our competitors that we believe provides a competitive advantage and an enhanced growth profile. Many of our products contain similar purchased components, such as chassis, engines, lighting, wiring and other commodities which increase our leverage with and relevance to key suppliers. The operational processes across our different products are based on common elements, such as chassis preparation and production, body fabrication, product assembly and painting which allow us to develop best practices across our manufacturing system and implement those processes to drive operational efficiency. Our platform also allows us to leverage the combined engineering resources and product development resources from our broad network to bring new products, features and customer specific customization to market faster. Our business model makes us more desirable to our distribution channel partners as we are able to provide them with a full line of products to address their customers’ needs across a wider variety of price and product feature elements which gives them the

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opportunity to sell to a larger customer base and grow their sales and earnings. Additionally, our scale allows us to more efficiently amortize investments in service locations, parts sales infrastructure and information technology tools, among others.

Business Model Produces Highly Attractive Financial Characteristics—Our core production processes are primarily design, engineering, component integration and assembly in nature, creating a business model that produces attractive financial characteristics such as a highly variable cost structure, low levels of maintenance capital expenditures as a percentage of net sales, attractive levels of return on invested capital and strong revenue visibility. We estimate that across all three of our segments, 85% of our cost of goods sold are variable in nature. In addition, our selling, general and administrative expenses are primarily comprised of salaried payroll expenses which we structure efficiently around the level of demand in our markets. Over the last three completed fiscal years, our capital expenditures, as a percentage of net sales, has totaled less than 1%. As a result of low levels of capital investments required and efficient use of working capital (including the taking of deposits in certain of our markets), we believe that our business produces attractive returns on invested capital. Finally, our business carries a high-quality backlog which enables strong visibility into future net sales which ranges from two to nine months depending on the product and market. This visibility into future production needs and net sales enables us to more effectively plan and predict our business.

Experienced Consolidator with Proven Ability to Integrate Acquisitions and Drive Business Improvement—Throughout our history, we have complemented organic growth with strategic acquisitions, resulting in meaningful cost and commercial synergies and accelerated growth. Over the last ten years, we have completed nine acquisitions across our Fire & Emergency, Commercial and Recreation segments and continue to actively consider future potential acquisitions that complement and expand our current product portfolio. Our scale and plant network, strong end market positions, access to low cost capital and reputation as an active and effective strategic acquirer, position us favorably to continue to grow and enhance value through strategic acquisitions. The specialty vehicle market is highly fragmented with a large number of smaller producers within our existing markets as well as in new markets where we believe there would be synergies with REV. Our management team is highly experienced in integrating and improving the businesses we acquire, as evidenced by the improved financial performance of many of our acquisitions under our ownership. We believe all of these attributes position REV as an acquirer of choice in the specialty vehicles market.

The Evolution of REV

Experienced Management Team with Proven Track Record—Our management team has an average of 28 years of industry experience, and a demonstrated track record of managing and growing publicly-traded

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industrial businesses. From fiscal year 2014 to LTM July 30, 2016, our management team has increased net income from $1.5 million to $31 million and Adjusted EBITDA from $62 million to $117 million, respectively, while expanding operating income and Adjusted EBITDA margins approximately 210 basis points and 279 basis points, respectively, over the same period. In addition to accomplishments at REV, key members of our leadership team have also had success in other public industrial companies such as Bucyrus International, Inc. and The Manitowoc Company Inc., among others.

Our Growth Strategies

We plan to pursue several strategies to grow our earnings, expand our market share and further diversify our revenue stream, including:

Drive Margin Expansion Through Controllable Operational Initiatives—Our focus on driving operational improvement initiatives across the organization has enabled the increase of our operating income and Adjusted EBITDA margins by 210 basis points and 279 basis points, respectively, from fiscal year 2014 to LTM July 30, 2016. Our initiatives have also resulted in improved safety results, as measured by the 37% decrease in our total recordable incident rate for the nine months ended July 30, 2016 versus the same period in the prior fiscal year. We have achieved these improvements as a result of successfully implementing lean manufacturing initiatives across the organization, consolidating procurement functions, centralizing certain commercial decision making, reducing cost of quality, improving operational and safety performance and improving the total life-cycle value proposition for our customers. We believe we have established an enterprise-wide culture focused on continuous improvement, implementing measurable performance targets and sharing of best practices across the entire organization. Our Fire & Emergency segment had an LTM July 30, 2016 Adjusted EBITDA margin of 11% and we are targeting to increase Adjusted EBITDA margins for our Commercial and Recreation segments to similar levels over time, as well as further enhance Adjusted EBITDA margins in our Fire & Emergency segment. We continuously strive to identify and act on additional profitability improvement initiatives in many of our business units.

Develop Innovative New Customer Offerings—Due to the specific customer requirements for our products, we are continually enhancing and customizing our product offerings by introducing new features to enhance customer utility across a variety of price points. We seek to expand our addressable market by developing innovative products and services that extend our market-leading combination of features, performance, quality and price to new customer bases, new markets or new segments of existing markets. We introduced eight new products in fiscal year 2016. We currently have 11 new products in development that are expected to be released in fiscal year 2017. We believe our process of constant innovation will not only help us increase net sales but also achieve lower costs and generate higher margins as our new products are frequently designed to leverage existing procurement relationships and for ease of manufacturability. In addition, there are multiple natural product adjacencies where REV has valuable brand equity, leading technology and cost positions where we believe we can generate strong demand for new products. For example, we recently introduced a new M1 Ambulance under the Frontline brand in fiscal year 2016 to address a lower specification segment of the ambulance market. We introduced the Sabre terminal truck in 2015, which provided a new cab design and feature set while improving manufacturability for REV as a result of improved design features such as a weldless frame. By delivering innovative new customer offerings and customizations, we believe we can grow our net sales and market share.

Enhance Sales and Distribution Model—We believe that we are an attractive specialty vehicle OEM partner for dealers due to the breadth and quality of our product offerings, our brand recognition, our ability to produce products at varied price and feature points, as well as our aftermarket support capabilities. We intend to continue to leverage this strength to enhance our distribution network through selectively adding dealers in new territories, strengthening dealers in our existing network and expanding our direct sales and service capabilities in targeted markets. Our goal is to partner with the leading dealers in each market and to provide the necessary resources to ensure our partner dealers can best position REV products to compete successfully within their regions. We will also continue to optimize our go-to-market channel strategy (e.g., distribution or direct sale) based on the specific

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market dynamics and customer composition by region. We have historically focused on customers within the United States; however, we believe there is demand internationally for our products and we also seek to expand our distribution globally.

Accelerate Aftermarket Growth—Our end users’ large in-service fleets create strong demand for aftermarket parts in order to keep vehicles running and to support their residual value. We estimate the size of our installed base’s aftermarket parts market opportunity to be approximately $800 million annually, with significant importance placed on timely parts availability given the high cost of vehicle downtime. We have formalized an aftermarket strategy and are investing in building out capabilities to take advantage of this significant, high margin opportunity across our segments. We have created a dedicated management team to oversee our aftermarket business, and are centralizing our aftermarket parts and services business to broaden market coverage and ensure parts availability while reducing lead time. We are establishing a web-based technology platform to provide our customers with real time data on parts availability and pricing. We are also making substantial investments in our services network infrastructure including over $21 million in fiscal years 2015 and 2016 for the establishment of new RTCs across the United States, development of our parts system infrastructure and the expansion of capacity across several existing service locations. We believe we are well positioned to provide the most extensive and integrated service support network to our end customers and dealer partners.

Pursue Value Enhancing Acquisitions—We seek to pursue acquisitions which enhance our existing market positions, gain us entry to new products or markets and achieve our targeted financial returns. We have a long history of acquisitions with nine transactions completed over the past 10 years. Given our leadership positions within our markets and our existing facility, service and distribution network, we believe we have many inherent advantages in making acquisitions and have demonstrated the ability to successfully identify, execute and integrate acquisitions while realizing synergies. We believe that we have a clear acquisition strategy in place, targeting acquisitions with significant synergies to drive long-term value creation for shareholders. We will seek acquisitions of companies with strong brands and complementary products and distribution networks that align well with our aftermarket strategies and provide strong synergies with our existing business. In addition, we will target acquisitions which further diversify or broaden our product offerings and geographic reach, and simultaneously produce attractive financial returns.

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Our Products and Markets

We primarily sell new specialty vehicles which we design, engineer and manufacture in our production facilities. We are also focused on growing our higher gross margin aftermarket business which consists of parts sales, service and other ancillary revenue opportunities generated by our installed base of approximately 300,000 vehicles. We believe the majority of our new vehicle sales represent the replacement of in-service vehicles which are past their useful life, with additional sales derived from fleet expansions, new customers and adjacent product introductions.

The following charts show a breakdown of our net sales:

(1) For LTM July 30, 2016.

(2) For fiscal year 2015.

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The following chart sets forth summary information regarding our primary product line categories and end markets for our segments:

	Fire & Emergency	Commercial	Recreation
Overview	The Fire & Emergency segment manufactures a wide range of fire apparatus and ambulance products. Fire & Emergency products are sold to municipal fire departments, EMS providers, and private fleets, typically purchasing through dealers.	The Commercial segment manufactures transit and shuttle buses, Type A school buses, mobility vans and other specialty vehicles including sweepers and terminal trucks distributed both through dealers and direct. Commercial products are sold to municipalities, schools, and commercial and industrial customers.	The Recreation segment manufactures motorized RV products sold to brand-loyal, repeat customers who purchase through dealers.
Selected Products
Principal Brands	Fire Apparatus
	Ambulance
Estimated Addressable Market Size in the United States and Canada(1)	~$3 billion	~$5 billion	~$3 billion
Estimated Addressable Market Units(1)	Ambulance: ~6,200 Fire Apparatus: ~4,200	Type A School Bus: ~7,500 Cutaway Bus: ~15,000 Transit Bus: ~4,100 Mobility Vans: ~23,100 Terminal Trucks and Sweepers: ~7,400	Class A: ~21,900 Class C: ~22,100
Estimated REV Market Share by Units(1)	41%	19%	Class A – ~13% Class C – ~1%
LTM 7/30/16 Net Sales(2)	$695 million	$684 million	$476 million
Market Positions for Selected Products	#1 in Ambulance #2 in Fire Apparatus	#1 in Type A School Bus #1 in Small & Medium Size Commercial Bus #2 in Terminal Trucks #1 in Light Broom Sweepers	15% Class A market share YTD July 2016 representing a 200 basis points increase from the prior year period. We believe we are the industry’s fastest growing Class A participant.

(1) Based on and 2015 market volumes in the United States and Canada.

(2) Does not reflect the elimination of intersegment sales of approximately $10.4 million for the LTM July 30, 2016.

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To enhance our market-leading positions, we continue to focus on new product development across our three segments. New product development is primarily designed to provide our customers with high-quality products that have varied and unique feature sets and product capabilities at attractive price points. We introduced eight new products in fiscal year 2016 to date. We currently have 11 new products in development that we anticipate will be released in fiscal year 2017. In addition to new product development, our businesses are continuously customizing and designing our vehicles to meet individual customers’ needs and applications. In our RV business specifically, our new model design cycle follows similar timelines as the automotive industry, whereby new models and configurations are introduced or upgraded annually.

Beginning in fiscal year 2016, we are helping our customers obtain third-party financing (purchase or leasing) for their equipment purchases from us. We believe that offering customers finance options to purchase vehicles from us will help REV form a more complete relationship with our customers, help drive incremental vehicle sales and allow us to participate in finance revenue streams from third parties through arrangement fees.

Our Fire & Emergency segment sells fire apparatus equipment under the Emergency One (“E-ONE”) and Kovatch Mobile Equipment (“KME”) brands and ambulances under the American Emergency Vehicles (“AEV”), Horton Emergency Vehicles (“Horton”), Leader Emergency Vehicles (“Leader”), Marque, McCoy Miller, Road Rescue, Wheeled Coach and Frontline brands. We believe we are the largest manufacturer by unit volume of fire and emergency vehicles in the United States and have one of the industry’s broadest portfolios of products including Type I ambulances (aluminum body mounted on a heavy truck-style chassis), Type II ambulances (van conversion ambulance typically favored for non-emergency patient transportation), Type III ambulances (aluminum body mounted on a van-style chassis), pumpers (fire apparatus on a custom or commercial chassis with a water pump and small tank to extinguish fires), ladder trucks (fire apparatus with stainless steel or aluminum ladders), tanker trucks and rescue and other vehicles. Each of our brands is distinctly positioned and targets certain price and feature points in the market such that dealers often carry and customers often buy more than one REV Fire & Emergency product line.

In our Fire & Emergency segment, we introduced the Hush Pumper fire truck in August 2015 and the M1 ambulance model under our Frontline brand in April 2016. The Hush Pumper features an innovative design that enables the engine to be mounted in the rear of the truck to create additional cab space and to reduce the considerable engine noise from front mounted engines. The M1 models include Type I and Type III ambulances that enable us to enter the low to mid-priced market, a market in which we did not previously compete.

Fire & Emergency Product	Description/Application
Pumper / Tanker	•       Most standard fire apparatus found in fire department fleets •       Transports firefighters to the scene of an emergency •       Onboard pump and water tank for immediate water supply upon arrival on scene to fight fires •       Connects to more permanent water sources such as fire hydrants or water tenders for continuous firefighting capability
Aerial	•       Transports firefighters to the scene of an emergency and supports fire suppression •       Facilitates access or egress of firefighters and fire victims at height using a large telescopic ladder •       Ladder is mounted on a turntable on a truck chassis allowing it to pivot around a stable base to transport firefighters and fire suppression to the scene •       Typically contains a pump, provides a high-level water point for firefighting via elevated master water stream •       Provides a platform from which tasks such as ventilation or overhaul can be executed

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Fire & Emergency Product	Description/Application
ARFF	•       Transports firefighters to the scene of an airport emergency •       Highly specified (by the F.A.A.) fire engine designed for use at global airfields where FAA regulated commercial planes land to assist with potential aircraft accidents •       Has the ability to move on rough terrain outside the runway and airport area and provides large water capacity and a foam tank •       Able to deliver a fire suppression chemical foam stream to the scene, which “flattens” the fire faster •       Capability to reach an airplane quickly and rapidly extinguish large fires involving jet fuel
Ambulance Type I	•       Transports paramedics and other emergency support technicians as well as a “mobile hospital” to the scene of an emergency •       Patient compartment structural aluminum “box” mounted on a heavy truck chassis and used primarily for advanced life support and rescue work •       Provides out of hospital medical care to the patient at the scene or while in transit
Ambulance Type II	•       Transports paramedics and other emergency support technicians to the scene of an emergency •       Van-based ambulance with relatively fewer ambulance modifications and containing relatively less medical equipment than Type I or Type III ambulances •       Used for basic life support and to transfer of patients that require only basic life support services to a hospital or between places of medical treatment
Ambulance Type III	•       Transports paramedics and other emergency support technicians as well as a “mobile hospital” to the scene of an emergency •       Patient compartment structural aluminum “box” mounted on a cut-away van chassis and has the same use and application as a Type I ambulance

Our Commercial segment serves the bus market through the following principal brands: the Collins Bus, Goshen Coach, ENC, ElDorado National, Krystal Coach, Federal Coach, Champion and World Trans. We serve the terminal truck market through the Capacity brand, the sweeper market through the Lay-Mor brand and the mobility market through the ElDorado Mobility brand. We are a leading producer of small- and medium-sized buses, Type A school buses, transit buses, terminal trucks and street sweepers in the United States. Our products in the Commercial segment include cut-away buses (customized body built on various types and sizes of commercial chassis), transit buses (large municipal buses where we build our own chassis and body), luxury buses (bus-style limo or high-end luxury conversions), street sweepers (three- and four-wheel versions used in road construction activities), terminal trucks (specialized vehicle which moves freight in warehouses or intermodal yards and ports), Type A school buses (small school bus built on commercial chassis), and mobility vans (mini-van converted to be utilized by wheelchair passengers). Within each market segment, we produce a large number of customized configurations to address the diverse needs of our customers.

In our Commercial segment, we launched the World Trans commercial bus in September 2016. The World Trans is a low specification, fuel efficient, narrow-body bus with an innovative structural design. We anticipate that its unique design, coupled with its low cost of production, will drive margin improvement in the commercial bus segment and will serve customer needs in many different end use applications.

An additional four new vehicles were launched in our Commercial segment in 2016. The Federal / Krystal Bus, an updated luxury bus with new features built on a Ford or Freightliner chassis was launched in April 2016.

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Fire & Emergency

The Champion Low Floor vehicle was launched in August 2016 to further our product offerings in mobility vans. It is an easy entry handicapped accessible bus with a lower slope ADA ramp, as well as a new air-ride suspension. In September 2016, the Collins Ford Transit was introduced with a new Ford chassis and an updated design and passenger compartment. We also expect to launch a new Laymor 4-wheel Sweeper in January 2017. We are committed to continued product innovation to provide better driver visibility, easier service access and more user friendly controls. These new products further differentiate our products and facilitate our entrance into previously underserved end markets.

Commercial Product	Description/Application
Transit Bus	•       Type of bus used on shorter-distance public transport routes to move passengers from place to place. Distinct from all-seated coaches used for longer-distance journeys and smaller minibuses •       Operated by publicly-run transit authorities or municipal bus companies, as well as private transport companies on a public contract or on a fully independent basis •       Often built to operator specifications for specific transport applications •       First type of bus to benefit from low-floor technology in response to demand for equal access public service
Shuttle Bus	•       Transports passengers between two fixed points •       Facilitates short- or medium-distance journeys, such as airport shuttle buses •       Commonly used in towns or cities with multiple terminal train stations or bus stations, for passenger interconnections •       Passenger compartment mounted on a van or truck-style chassis typically with short-term luggage storage capability
Type A School Bus	•       Transports students, typically children, to and from school, home and school events •       Typically transports smaller numbers of passengers compared to the larger “Type C” or “Type D” school buses and is more economical in certain types of applications •       Purpose-built vehicle distinguished from other types of buses by significant safety and design features mandated by federal and state regulations •       Passenger compartment mounted on a van or truck-style chassis
Mobility Van	•       Minivan that is modified to increase the interior size and floor space of the vehicle and provide a means of wheelchair entry such as a ramp or a powered lift •       Some include platform lifts that can be raised and lowered from inside the vehicle down to the ground outside to accommodate driver or passenger access •       Provides access for a wheelchair user via side-entry or rear-entry configurations
Sweeper	•       Used in a variety of cleaning and preparation applications in road construction and paving industries •       Typically used in street, highway or interstate construction projects •       Applications use broom or push technology, as well as water cleaning capabilities •       Some applications also include snow removal •       Significant after market wear parts such as sweeper brushes

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Commercial Product

Description/Application

Terminal Truck

•       Custom built tractor used to move trailers and containers within a cargo yard, warehouse facility or intermodal facility •       Includes a single person cab offset to the side of the engine with a short wheelbase and rear cab exit •       A fifth wheel with an integrated lifting mechanism allows the semi-trailer landing legs to remain in the down position during movement enabling efficient movement •       Steel side wall cab and floor construction for protection in harsh and dangerous work environments

Our Recreation segment serves the RV market through four principal brands: American Coach, Fleetwood RV, Monaco Coach and Holiday Rambler. We believe these brands are among the longest-standing, most recognized brands in the RV industry. Prior to the 2008 recession, as segments of larger public companies, they generated over $2 billion of annual sales in each of the calendar years 2004 and 2005 and represented approximately 36% of the Class A market in calendar year 2005 and an even higher percentage shares of just the diesel portion of the Class A market. Under these four brands, REV provides a variety of highly recognized models such as: American Eagle, Dynasty, Discovery, Bounder and Pace Arrow, among others. Our products in the Recreation segment currently include only Class A motorized RVs (motorhomes built on a heavy duty chassis with either diesel or gas engine configurations) and Class C motorized RVs (motorhomes built on a commercial truck or van chassis). The Recreation segment also includes Goldshield Fiberglass, which produces a wide range of custom molded fiberglass products for the RV and broader industrial markets. Within our Recreation segment, we are one of the top producers of Class A diesel and gas motorized RVs with a 15% market share for calendar year-to-date July 2016 and we believe we are the fastest-growing share participant in the Class A market place based on market share, with our unit sales growing 22% for calendar year-to-date July 2016 compared to the same period last year. We are focused on recapturing the significant market share which our four principal brands enjoyed prior to 2008.

We re-entered the Class C motorized RV market under Fleetwood RV and Holiday Rambler in fiscal year 2016.

Recreation Product	Description/Application
Class A Motorized RVs (Gas, Diesel)	•       Class A motorized RVs can be as long as 45 feet and are usually equipped with a rear master suite including a full bathroom and shower and many include a washer/dryer unit on board •       Today’s Class A motorized RVs tend to have multiple slide outs (some can expand to a width of over 14 feet), large flat screen TV’s, surround sound systems and even dishwashers and ice machines •       Basement storage can carry enough supplies to keep users comfortably on the road for long periods of time including comfortable sleeping accommodations •       Constructed on a commercial truck chassis, a specially designed motor vehicle chassis or a commercial bus chassis, a Class A motorized RV resembles a bus in design and has a flat or vertical front end with large forward windows
Class C Motorized RVs	•       Class C motorized RVs make use of a standard van or truck chassis as the driving portion of the RV, allowing better access to the cab portion from the outside, since there are entry doors on both sides

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Commercial

Recreation Product

Description/Application

•       The house (or camper) portion of the RV extends over the cab area and which commonly has a sleeping compartment or other uses such as storage or entertainment •       Fewer amenities and living space compared to Class A motorized RVs while meeting requirements for comfortable living •       A Class C motorized RV is equipped with a kitchen/dining area featuring a refrigerator/freezer, a propane range (sometimes with an oven), a microwave oven and a table with seating. It also has a lavatory with a bath/shower, one or more sleeping areas and additional seating towards the front. An air conditioner, water heater, furnace and outside canopy are also typically included •       Class C motorized RVs often feature a towing hitch enabling the pulling of a light weight trailer for boats or a small car or truck

Distribution

We distribute either through our direct sales force or our well-established dealer network, consisting of approximately 575 dealers. Substantially all of our dealers are independently owned. Whether we sell directly to the customer or through a dealer depends largely on the product line and the customer base. We provide our direct sales force representatives and dealers with training on the operation and specifications of our products. We strive to keep our direct sales force representatives and dealers up to date on our product offerings and new features as well as market trends. We believe our scale enables us to dedicate certain sales and marketing efforts to particular products, customers or geographic regions, which we believe enables us to develop expertise valued by our customers.

As one of the leaders in each of our markets, we believe our distribution network consists of many of the leading dealers within each segment. We believe our extensive dealer network has the ability to meet the needs of end customers with high to low value added products, such as vehicles, equipment, components and parts and services, at a variety of price points and order sizes. As a result, most of our dealers have sold our products for over a decade and are serving a well-established installed base of end customers, creating cost advantages and entrenched positions due to customer loyalty. We believe we are a key supplier to many of the leading customers in our markets, such as FDNY (ambulances and fire apparatus), AMR (ambulances), First Student (school buses), PACE (transit buses), Hutchinson Ports (terminal trucks) and Lazydays (RVs), among others. We also periodically assist our dealers in composing bid packages for larger opportunities that involve our product lines. We continue to grow and enhance our distribution network into underserved areas. In addition, we evaluate export opportunities from time to time in select international markets through our direct sales force and our established international dealerships and agents.

Fire & Emergency Segment

We sell our ambulances through internal direct sales personnel and a national independent dealer network. The direct sales force is responsible for establishing new accounts and servicing existing customers in California, Florida, Ohio and other selected markets across the United States. Approximately 50 dealers cover our domestic market sales and we believe most hold a leading position in ambulance sales in their respective regions, providing us with a significant competitive advantage. In addition, we export to most of the international markets that utilize a United States style chassis such as certain countries in the Middle East and Latin America.

Our fire apparatus business uses its direct sales force and its dealer network comprised of approximately 60 dealers in the United States and Canada and 25 international dealers to sell its products. We have continued to grow our distribution network into underserved areas. For example, historically our fire apparatus business did not serve the stainless steel component of the industry, but we have recently invested in a new facility to service

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that market. As such, we believe there are significant opportunities to grow our dealer footprint to serve this market. We believe that with our new product and dealer network in this area, we will begin to capture additional market share going forward.

Commercial Segment

We utilize dealer distribution in markets where a well-managed and experienced dealer is available. Selling through a dealer can be more cost effective than utilizing direct sales personnel in some cases. As a result, we continually evaluate potential dealer relationships to determine if the addition of a dealer in a given region would be advantageous to net sales and our market share. In addition to our dealer network, we also utilize direct national accounts, such as school transportation contractors, national child care providers, hotels, rental car and parking lot operators, nursing and retirement homes and church organizations.

The Capacity brand utilizes a combination of a direct sales force, international agents and dealers to market its products worldwide. Capacity also utilizes an extensive network of dealers in the United States and Canada.

The Lay-Mor brand is principally marketed in both commercial and rental markets through the manufacturer’s representatives who are supported by our internal sales efforts with key customers, such as national equipment rental companies. Our direct sales personnel work directly with national customers to ensure that Lay-Mor equipment meets customers’ specifications and is qualified for sale throughout their national network.

Recreation Segment

We sell our RV products through a national independent dealer network with internal sales personnel responsible for working directly with these dealers. RV purchases are sensitive to wholesale and retail financing, consumer confidence and disposable income, making them discretionary products. Due to these industry dynamics, the RV market was negatively affected by the most recent economic downturn and has been improving toward historical annual volume levels. The largest RV buying group is people between the ages of 35 and 54, with an average age of all RV owners of 48, according to the RVIA. Buyers of RVs are brand loyal, repeat buyers who make decisions based on brand, product configuration (primarily floor plan design, features and product styling), service and price. This buying group is expected to grow as the baby boom generation continues to age. For many of these buyers, a motor home purchase is the second biggest purchase in their lifetime; therefore, the shopping timeline is longer than other consumer purchases. The buying process normally starts with online searches, followed by show visits and eventually a dealership visit for the purchase.

Customers and End Markets

Our end markets include the municipal market (vehicles for essential services such as emergency response, patient transportation and student transportation), the private contractor market (privately owned fleets that provide transportation services), the consumer market (vehicles for transportation, leisure and mobility needs) and the industrial/commercial markets (vehicles for transportation, construction projects and global port and intermodal transportation applications). Based on aggregated available industry data, we estimate that the combined size of our annual addressable markets is approximately 112,000 vehicles with $800 million of potential aftermarket parts sales at current market volume levels.

Our top 10 customers combined accounted for less than 25% of our net sales for LTM July 30, 2016, with no customer representing more than 8% of our net sales in the same period. We and our predecessor and acquired companies have operated in our businesses for many years, and many of our brands have been trusted names in the marketplace for decades. As a result, we are able to take advantage of many long-term customer relationships.

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Approximately 47% of our net sales for fiscal year 2015, respectively, were made directly or indirectly to governmental bodies, including municipalities, such as fire departments, school districts, hospitals and the U.S. federal government. For fiscal year 2015, our approximate direct or indirect net sales by end market was as follows: 47% government, 25% consumer, 22% private contractor and 6% industrial/commercial.

For fiscal years 2015 and 2014, approximately 97% of our net sales were to customers located in the United States and Canada.

Growth in our end markets are driven by various macro-economic and demographic factors including:

• Population demographics—Overall population growth and the aging population creates greater needs for essential services such as emergency care, healthcare services, transportation and interest in retirement activities including travel and leisure.

• Increasing state and local government investment—Improving housing prices, improving economies and new housing starts all create an increasing tax base and greater demand for essential services provided by governmental agencies.

• Pent-up replacement demand for essential vehicles—Since the 2008 recession, the replacement volumes of fire apparatus and ambulances in the United States has lagged behind historical averages that we believe create a necessarily higher replacement demand in the future for the vehicles we produce.

• Urbanization of the U.S. population—Growing urban population characterized by higher populations and the movement of people to the cities within the United States drives additional construction and housing demand that results in greater need for transportation and emergency services to maintain service and response levels by our end customers.

• Increasing popularity for outdoor lifestyles—There is a growth of interest in outdoor recreational activities and the opportunity to better access large areas through the use of RVs. The RV lifestyle and demand for our vehicles is supported by the continued positive growth in the consumer base which includes the increased industry penetration of the baby boomer generation as well as the fastest growing RV owner group which includes Generation X consumers, as estimated by RVIA.

Manufacturing and Service Capabilities

We currently operate 15 manufacturing plants and 11 aftermarket service centers (called Regional Technical Centers or “RTCs”) across the United States with approximately 4.9 million square feet of manufacturing and service space. We believe that our factories are among some of the most efficient and lowest cost production facilities in each of our markets due to the production processes that we employ, our purchasing scale and the high unit volume throughput relative to most of our competitors. Our design and assembly processes are characterized by low capital expenditure requirements such that annual maintenance capital expenditures are historically less than 1% of net sales and are primarily attributable to facility and equipment upgrades and maintenance. In addition, our manufacturing costs are highly variable with approximately 85% of our total cost of production relating to purchased materials and direct labor. Our products within each of our segments and across the enterprise share a centralized sourcing model and engineering and manufacturing processes. Through our manufacturing infrastructure, we leverage our capabilities and scale in procurement, new product development, design, assembly and painting processes. We also leverage best practices in quality control and worker safety across our segments.

We strive to instill a manufacturing culture of continuous improvement. Each of our direct labor employees is taught lean manufacturing principles and other operational best practices to improve the efficiency of their production processes and enhance their employment experience. The commonality and scale of production processes across all of our factories in the areas of chassis production/preparation, product assembly and flow processes and “body” and apparatus design and manufacturing allow us to share efficiency and operational best practices across our segments.

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Our growing RTC footprint is strategically placed throughout the United States and our locations are staffed with technicians and customer service representatives to support our approximately 300,000 installed base of vehicles. Our RTCs complement our dealer network to provide our end users with the parts and service that they need to keep their fleets operating and to meet the demand of their customers. The services that we provide at our RTC locations include normal maintenance and service activities, damage repair and rebuilding services. Rebuilding services include manufacturer certified repair and apparatus remounting processes that can extend the life of a vehicle and reduce the total cost of ownership for our end users.

Engineering, Research and Development

We believe our engineering, research and development capabilities are essential to ensure we remain competitive in the markets in which we operate. With approximately 140 employees with engineering degrees, we engage in new product development, enhancement and testing to improve both existing products and the development of new vehicles and components.

Virtually all of our vehicle sales require some level of custom engineering to meet customer specifications and evolving industry standards. In the Fire & Emergency segment, engineering and development activities include the design and production of customized equipment to meet the specific needs and applications of our customers. In the Commercial segment, the design and functionality of our buses and specialty equipment is constantly updated to improve passenger safety, functionality, access and comfort. In the Recreation segment, overall design, floorplan layout, functionality and amenities require frequent updating to address changes in consumer preferences and to enhance our existing product offerings.

Research and development (“R&D”) costs are expensed as incurred and included as part of operating expenses in the Company’s consolidated statements of operations. The Company’s R&D costs include only those incurred for the design of a new vehicle platform that is made commercially available to a broad portion of our end markets. Our R&D expenses do not include the costs to design and develop specific customized products to individual customers or end users. These costs are included as normal production costs associated with the sale of the specific product for which they were incurred. R&D costs totaled $3.8 million, $5.1 million, $8.3 million and $1.9 million for the nine months ended July 30, 2016 and fiscal years 2015, 2014 and 2013, respectively.

Suppliers and Materials

During the LTM July 30, 2016, we purchased $1.3 billion of chassis, direct materials and other components from outside suppliers. The largest component of these purchases was for vehicle chassis, representing 35% of the total purchase amount. These chassis are sourced from major automotive manufacturers, including Ford, Freightliner and General Motors, and other original equipment manufacturers (“OEMs”). These OEMs provide us with standardized, mass-produced chassis models, which we then convert for our customers under approved “authorized converter” agreements with the OEMs. We have tailored our products and processes to the specifications of these OEM agreements, and have built customer expectations and planning around these designs. Therefore, we are reliant on a consistent supply of chassis and the maintenance of our status as “approved converters” in order to maintain our sales.

We also purchase and utilize other materials in our production processes including: steel and aluminum in our apparatus and passenger compartment manufacturing, engines and drivetrain (transmissions, axles) components for our manufactured chassis in the transit bus, RV, fire apparatus and terminal truck businesses, lighting packages for our emergency and school bus products and HVAC systems and parts, seats and seatbelts, doors, lifts, electrical switches and components, hydraulic components and miscellaneous hardware. We also purchase materials that contain or are composed of certain raw or base materials such as paint, fiberglass parts and chassis body components, wood and wood parts, brass and certain other petroleum-based resins such as plastic. Our top 10 purchased items, other than chassis, represented 32% of our total cost of materials for the LTM July 30, 2016.

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We utilize a centralized sourcing model that includes a dedicated team of procurement professionals to complement our segment sourcing teams so that we can coordinate and leverage our purchases across a diverse supplier base. Our centralized sourcing model leverages our growing scale within our markets to achieve competitive pricing and ensure availability. Furthermore, we have historically integrated our acquired companies into our centralized sourcing model to lower their costs. We do not typically enter into sourcing arrangements that are more than 12 to 18 months in duration and we do not undertake defined purchase agreements requiring fixed commitments or “take or pay” requirements with our vendors.

We strive to maintain strong and collaborative relationships with our suppliers and believe that the sources for these inputs are well-established, generally available on world markets and are in sufficient quantity, other than chassis, such that we would expect to avoid disruption to our businesses if we encountered an interruption from one of our key suppliers.

Intellectual Property

Patents and other proprietary rights are important to our business and can provide us with a competitive advantage. We also rely on trade secrets, design and manufacturing know-how, continuing technological innovations and licensing opportunities to maintain and improve our competitive position. We periodically review third-party proprietary rights, including patents and patent applications, in an effort to avoid infringement on third-party proprietary rights and protect our own, identify licensing or partnership opportunities and monitor the intellectual property claims of others.

We own a portfolio of intellectual property, including approximately 50 patents, confidential technical information and technological expertise in manufacturing specialty vehicles. We also own approximately 330 registered trademarks in the United States for certain trade names and important products. Due to the markets in which we operate, we believe that our trade names are the most valuable component of our intellectual property. We believe that our intellectual property rights, confidentiality procedures and contractual provisions are adequate for our business and have an active program to maintain these rights. Our well-respected and widely recognized proprietary trade names include: E-ONE, KME, Wheeled Coach, American Emergency Vehicles (“AEV”), Horton Emergency Vehicles (“HEV”), Leader Emergency Vehicles (“LEV”), Marque, McCoy Miller, Eldorado, Champion, Collins, Goshen, ENC, World Trans, Capacity, Lay-Mor, Fleetwood RV, Monaco, American Coach and Holiday Rambler.

While we consider our patents and trademarks to be valued assets, we do not believe that our competitive position is dependent primarily on our patents or trademarks or that our operations are dependent upon any single patent or group of related patents to manufacture our products. We nevertheless face intellectual property-related risks. For more information on these risks, see “Risk Factors—Risks Relating to Our Business—Intellectual property risks may adversely affect our business and may dilute our competitive advantage.”

Environmental, Health and Safety Laws and Regulations

We are subject to a wide range of federal, state, local and foreign general and industry-specific environmental, health and safety laws and regulations, including those relating to water discharges, air emissions, the generation, storage, handling, use, release, disposal and transportation of hazardous materials and wastes, environmental cleanup, the health and safety of our employees and the fuel economy and emissions of the vehicles we manufacture. Certain of our operations require environmental, health and safety permits or other approvals from governmental authorities, and certain of these permits and approvals are subject to expiration, denial, revocation or modification under various circumstances. Compliance with these laws, regulations, permits and approvals is a significant factor in our business. From time to time, we incur significant capital and operating expenditures to achieve and maintain compliance with applicable environmental, health and safety laws, regulations, permits and approvals. Our failure to comply with applicable environmental, health and safety laws and regulations or permit or approval requirements could result in substantial liabilities or civil or criminal fines or penalties or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or

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requiring remedial or corrective measures, installation of pollution control equipment or other actions, as well as business disruptions, which could have a material adverse effect on our business, financial condition and operating results.

In addition, we may be responsible under environmental laws and regulations for the investigation, remediation and monitoring, as well as associated costs, expenses and third-party damages, including tort liability and natural resource damages, relating to past or present releases of hazardous substances on or from our properties or the properties of our predecessor companies, or third-party sites to which we or our predecessor companies have sent hazardous waste for disposal or treatment. Liability under these laws may be imposed without regard to fault and may be joint and several. For example, in April 2012, we received a request for information from the EPA regarding the contamination of soil and groundwater at the San Fernando Valley Area 2 Superfund Site (the “San Fernando Site”). This site is regional in scale, encompasses large portions of the Los Angeles area, and potentially involves many persons (known as “potentially responsible parties” or “PRPs”). The EPA has overseen investigative and remedial activities at the San Fernando Site for many years. Historically, the agency has focused on volatile organic compound (“VOC”) contamination. More recently, the EPA identified chromium as a contaminant of concern at the San Fernando Site, and we believe that it was in that connection that the EPA sent us a request for information regarding whether a prior owner or operator of a facility located within the boundary of the San Fernando Site is a predecessor company to us (although we do not currently operate a facility in such area). The precise nature and extent of VOC and chromium contamination at the San Fernando Site, the nature and cost of any remedial actions that the EPA may require in connection with such contamination, the number and identity of PRPs that might share in responsibility for the VOC and chromium contamination, and whether the Company will become involved as a PRP are not known at this time. If we were to become involved as a PRP at the San Fernando Site, we could be compelled to contribute to the cost of investigations and remediation at the site. We are unable to estimate the potential impact of this liability at this time, and our ability to collect on our insurance policies for remediation costs or damages in connection with any claims relating to the San Fernando Site is unknown at this time. This liability would be allocated among us and other PRPs that are solvent. See “Risk Factors—Risks Related to Our Business—Our operations and the industries in which we operate are subject to environmental, health and safety laws and regulations, and we may face significant costs or liabilities associated with environmental, health and safety matters.”

Product Safety Regulation

We aim to build our products to the highest safety standards within the industry. As we are a specialty vehicle manufacturer, we build our products to a multitude of vehicle safety standards. As noted below, we build our products to adhere to the following standards in our markets.

Bus Market

Our bus products follow design, construction, performance, and durability requirements defined in the Federal Motor Vehicle Safety Standards (“FMVSS”). Where applicable, bus products also comply with the vehicle requirements of the Americans with Disabilities Act (“ADA”), which help ensure safety and accessibility for transporting passengers with disabilities. For school buses, most states have established additional construction and performance requirements for state-funded school buses.

Fire Market

Our fire products adhere to the highest safety standards within the industry. These standards include the following: ISO 9001—2008 / NFPA 1901 for Automotive Fire Apparatus, where specified / NFPA 1906 for Wildland Fire Apparatus, where specified / NFPA 414 and NFPA 412 for Aircraft Rescue Fire Fighting vehicles / UL Inspection Program (VIP) for NFPA 1901 and ULC S515 for Fire Apparatus sold in Canada (where specified) / FMVSS—Federal Motor Vehicle Safety Standards / CMVSS—Canadian Motor Vehicle Safety Standards / Economic Commission for Europe (ECE) R-29 / Society of Automotive Engineers (SAE) Standards where specified / Underwriters Laboratories (UL & ULC) / Federal Aviation Administration (FAA) AC 150/5220-10E / International Civil Aviation Organization (ICAO) / China Compulsory Certification (CCC).

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Ambulance Market

We build and certify our ambulance vehicles as “STAR of LIFE compliant” in accordance with KKK-A-1822F rev 9 guidelines. KKK-A-1822F rev 9 is the most common specification and requires compliance to all FMVSS standards as well as selected SAE standards. KKK-A-1822F rev 9 utilizes National Truck Equipment Association (“NTEA”) Ambulance Manufacturers Division (“AMD”) required testing standards.

The ambulances we manufacture receive the STAR of LIFE compliance sticker. When we ship a vehicle to a state that does not require full compliance to KKK-1822-F rev 9, we include on the compliance label any exceptions and deviations from that standard. Today 24 states enforce a strict adherence to the KKK-A-1822F rev 9 standard. The remaining 26 states use elements of this General Services Administration document plus their own additions to comprise their individual state requirements.

Recreation Market

Our Recreation segment products adhere to the following standards: FMVSS / RVIA (RV Industry Association) / CMVSS (Canadian Motor Vehicle Safety Standards) / CSA (Canadian Standards Association).

Terminal Trucks Market

Our terminal trucks meet or exceed FMVSS standards and include the appropriate EPA tier certified engines in all of their vehicles. Capacity also follows all SAE recommendations as well as Technology Maintenance Council recommended practices.

Competition

The markets in which we participate are highly competitive. We compete with both divisions of large, diversified companies as well as private and public companies which are pure play participants in one of our product markets. Several of our competitors may have more financial resources than us but we have also been increasing the scope and scale of the products we produce and the markets we serve. We believe that through this growth we are developing a relatively scaled business across all three of our segments, which creates a competitive advantage against a large portion of our competition and makes us more relevant compared to our larger competitors. We believe that we have been able to effectively compete on the basis of product quality and reliability, total cost of ownership, breadth of product offerings, manufacturing capability and flexibility, client-specific customization, price, technical capability, product innovation, customer service and delivery times. We also believe that we are improving our competitive position by expanding our parts and service business model through our development of our aftermarket service centers, which we refer to as Regional Technical Centers. The combination of our products, aftermarket support and large installed base of vehicles provides us with a competitive advantage across our end markets.

In the Fire & Emergency segment, our competition includes Pierce Manufacturing (Oshkosh Corp.), Rosenbauer International, Spartan Motors, Inc., Braun Industries, Inc., Demers Ambulance, Ferrara Fire Apparatus, FWD Seagrave and Life Line Emergency Vehicles, among others. In the Commercial segment, our competition includes Starcraft Bus (Forest River), Thomas Bus (Daimler), Blue Bird Corporation, Gillig, Nova Bus (Volvo), Navistar International, Inc., BraunAbility, Vantage Mobility International (VMI), TICO, Kalmar (Cargotec) and New Flyer Industries, Inc., among others. In the Recreation segment, our competition includes Thor Industries, Inc., Winnebago Industries, Inc., Forest River, Tiffin Motorhomes, Inc. and Newmar Corporation, among others.

Employees

As of July 30, 2016, we had approximately 6,000 employees. Our employees are not currently represented by a labor union or collective bargaining agreement. We believe that our relationship with our employees is good.

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Facilities

We maintain corporate office space in Milwaukee, Wisconsin and Miami, Florida. The locations of the RTCs and manufacturing properties that we currently own or lease are listed below. We believe that our facilities are suitable and adequate for the purposes for which they are used and are adequately maintained.

RTCs	Approximate Square Feet		Segment	Owned or Leased
Coburg, Oregon		36,000	Recreation	Leased
Ontario, California		18,000	Fire & Emergency	Owned
Decatur, Indiana		90,000	Recreation	Owned
Dallas, Texas		50,000	Fire & Emergency and Commercial	Leased
Alvarado, Texas		35,000	Recreation	Owned
Dania Beach, Florida		4,000	Fire & Emergency	Leased
Ocala, Florida		63,000	Fire & Emergency	Owned
Rockaway, New Jersey		5,000	Fire & Emergency	Leased
Roanoke, Virginia		60,000	Fire & Emergency	Owned
Latham, New York		14,000	Fire & Emergency	Leased
Houston, Texas		4,000	Fire & Emergency	Leased
Total		379,420

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Manufacturing Facility Locations	Approximate Square Feet		Brand(s) Produced	Owned or Leased
Columbus, Ohio		173,000	Horton Emergency Vehicles	Owned/Leased
Decatur, Indiana		1,155,000	Fleetwood RV, American Coach, Monaco, Holiday Rambler	Owned
Decatur, Indiana		260,000	Goldshield	Owned
Elkhart, Indiana		161,000	Goshen Coach	Owned
Hamburg, New York		87,000	E-ONE	Leased
Imlay City, Michigan		186,000	Champion Bus, Federal	Owned
Jefferson, North Carolina		336,000	American Emergency Vehicles	Owned
Longview, Texas		154,000	Capacity of Texas, Lay-Mor	Owned
Los Angeles, California		33,000	Leader Emergency Vehicles	Leased
Nesquihoning, Pennsylvania		577,000	KME	Owned
Ocala, Florida		390,000	E-ONE	Owned
Riverside, California		227,000	ENC	Owned
Salina, Kansas		252,000	ElDorado National, Krystal	Owned
South Hutchinson, Kansas		267,000	Collins Bus, World Trans	Owned
Winter Park, Florida		222,000	Wheeled Coach, Road Rescue, McCoy Miller, Frontline, Marque	Owned
Total		4,480,000

Legal Proceedings

We are, from time to time, party to various legal proceedings arising out of our ordinary course of business. The amount of alleged liability, if any, from these proceedings cannot be determined with certainty; however, we believe that our ultimate liability, if any, arising from pending legal proceedings, as well as from asserted legal claims and known potential legal claims, which are probable of assertion, taking into account established accruals for estimated liabilities, should not be material to our business, financial condition or results of operations.

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MANAGEMENT

Executive Officers and Directors

Below is a list of the names, ages as of the date of this prospectus and positions, and a brief account of the business experience of the individuals who serve as our executive officers and directors as of the date of this prospectus.

Name	Age	Position
Tim Sullivan	63	Chief Executive Officer and Director
Dean Nolden	48	Chief Financial Officer
Pamela Krop	58	General Counsel
Barbara Stephens	57	Chief Human Resources Officer
Marcus Berto	46	Executive Vice President
Thomas Phillips	71	Chief Operating Officer
Stephan Engler	37	Chief Information Officer
Paul Bamatter	60	Director
Jean Marie “John” Canan	60	Director
Dino Cusumano	42	Director
Charles Dutil	50	Director
Justin Fish	34	Director
Kim Marvin	54	Director
Joel Rotroff	34	Director
Donn Viola	71	Director

Tim Sullivan, Chief Executive Officer

Mr. Sullivan currently serves as Chief Executive Officer and Director of REV, positions that he has held since August 2014. Previously, Mr. Sullivan was Chairman and Chief Executive Officer of Gardner Denver, Inc., a manufacturer of oil and gas, medical and industrial pumps and compressors, from 2013 to 2014 and the Chairman and Chief Executive Officer of Bucyrus International, Inc., a manufacturer of mining equipment, from 2000 to 2011. In 2012, he served as a special consultant to Wisconsin’s Governor and he chaired the Wisconsin Governor’s Council on Workforce Investment and the Wisconsin Governor’s College and Workforce Readiness Council. He is a current director of Aurora Healthcare, Carroll University and the Metropolitan Milwaukee Association of Commerce. He is a former director of Big Brothers Big Sisters of Greater Milwaukee, Boys and Girls Clubs of Greater Milwaukee, Bucyrus International, Inc., Children’s Hospital of Wisconsin, Cliffs Natural Resources, Inc., Crosby, Inc., Generac, Inc., the Greater Milwaukee Committee, Medical College of Wisconsin, Milacron, Inc., Milwaukee School of Engineering, National Mining Association in Washington, D.C., Northwestern Mutual Life Insurance Company, Southeast Wisconsin Business Health Coalition, St. Ann Center for Intergenerational Care, United Way of Greater Milwaukee and the University of Wisconsin Milwaukee Business Advisory Council. Mr. Sullivan holds a bachelor of science degree in business administration from Carroll University and a master of business administration degree from Arizona State University’s Thunderbird School of International Management. Because of his deep knowledge of REV and his extensive background in the industry, we believe Mr. Sullivan is well-qualified to serve on our Board of Directors.

Dean Nolden, Chief Financial Officer

Mr. Nolden currently serves as Chief Financial Officer of REV, a position he has held since January 2016. Prior to joining REV, Mr. Nolden worked at The Manitowoc Company, Inc. since 1998, where he held numerous positions within the finance department, including Vice President of Finance and Assistant Treasurer. Prior to his tenure at Manitowoc, Mr. Nolden spent eight years in public accounting in the audit practice of PriceWaterhouseCoopers LLP. Mr. Nolden is a graduate of the University of Wisconsin-Madison, where he earned a bachelor of business administration degree in accounting. Additionally, Mr. Nolden holds a master of business administration from Marquette University.

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Pamela Krop, General Counsel

Ms. Krop currently serves as General Counsel of REV, a position she has held since January 2016. Ms. Krop brings more than 30 years of legal experience to REV, 25 years of which were in corporate counsel positions, with over 15 years in General Counsel roles. Before joining REV, Ms. Krop was Senior Vice President and General Counsel of Intermedix Corporation from 2012 to 2015. Prior to that, she was Senior Vice President and General Counsel for St. Jude Medical, Inc. and spent 15 years at various General Electric businesses. Ms. Krop received a bachelor of arts degree in psychology from the University of Florida and her juris doctor degree from Stanford Law School.

Barbara Stephens, Chief Human Resources Officer

Ms. Stephens has served as Chief Human Resources Officer since February 2016. She has more than 20 years of human resources experience in the fields of mining and manufacturing, leading the functions of environmental health and safety, communications and human resources. Before joining REV, Ms. Stephens served as the Senior Vice President of Human Resources for Bucyrus International, Inc. from 2005 to 2011. Prior to 2005, she held roles in human resources for Snap-on Tools. Ms. Stephens currently serves as an independent director and chair of the compensation committee on the board of First Business Financial Services, Inc. based in Madison, Wisconsin. Mrs. Stephens earned a bachelor of liberal studies degree from the University of Evansville and a master of science degree in education, workforce education and development from Southern Illinois University.

Marcus Berto, Executive Vice President

Mr. Berto has served as Executive Vice President of REV since 2014 and has more than 20 years of commercial product and business development experience. Prior to joining REV, Mr. Berto served as Chief Executive Officer of Prumo Global Logistics SA in Brazil from 2012 to 2013. Mr. Berto held various leadership positions, including Senior Executive Vice President at Bucyrus International where he was responsible for the Southern Hemisphere region; Vice President Corporate Development at a Canadian mining company; and 12 years with PriceWaterhouseCoopers LLP and Arthur Andersen. Mr. Berto earned his accounting degree from the Pontafica Universidade Catolica (Belo Horizonte—Minas Gerais, Brazil) and earned a master of business administration degree with a focus in international general management and mergers and acquisitions from Fundacao Dom Cabral in Brazil. He also completed an Advanced Management Program (AMP—181) at Harvard University in 2011.

Thomas Phillips, Chief Operating Officer

Mr. Phillips has served as Chief Operating Officer of REV since February 2016. As Chief Operating Officer, Mr. Phillips is responsible for all corporate sourcing, quality, materials management and operations. Mr. Phillips served as a consultant to REV from July 2015 through January 2016, and prior to that, worked for Bucyrus International, Inc. for 35 years where he held numerous operational roles and retired as Chief Operating Officer in 2006. Mr. Phillips is a graduate of the University of Wisconsin-Milwaukee where he earned his bachelor of science degree in economics.

Stephan Engler, Chief Information Officer

Mr. Engler has served as Chief Information Officer of REV since January 2016. He has more than 15 years of global business operations and technology experience. Prior to joining REV, Mr. Engler served as Vice President of the Global Industrial Division of Gardner Denver from 2013 to 2016. Mr. Engler has also held various technology and operational leadership positions at Bucyrus International and DBT GmbH. Mr. Engler holds a master of administration degree from Bradley University.

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Paul Bamatter, Director

Mr. Bamatter has served as a member of our Board of Directors since 2016. Mr. Bamatter served as a Vice President and Secretary of REV and many of REV subsidiaries from 2008 until 2016. He is also a Partner and Chief Financial Officer at AIP, an organization he joined in 2005. Previously, he served as Chief Financial Officer and Chief Operating Officer of Consoltex Holdings, Inc. Mr. Bamatter also served as a Senior Manager at PriceWaterhouseCoopers, where he managed the worldwide audits for several banking and manufacturing multinational businesses. Mr. Bamatter graduated from Bishop’s University with bachelor of business administration degree in accounting and finance. Mr. Bamatter earned his Chartered Accountancy designation in Canada in 1981. Because of his significant academic training, current and previous financial experience and his deep knowledge of REV’s operating history, we believe Mr. Bamatter is well-qualified to serve on our Board of Directors.

Jean Marie “John” Canan, Director

Mr. Canan has served as a member of our Board of Directors since August 2016 and brings over 34 years of strategic, business development and financial leadership experience to REV. Mr. Canan recently retired from Merck & Co., Inc., where he held a number of positions, including Senior Vice President, Global Controller and Chief Accounting Officer. Mr. Canan is also a member of the Board of Directors of Acasti Pharma, where he chairs the Audit Committee. Mr. Canan serves on the Board of Trustees and is Chairman of the Audit & Risk Committee of the Angkor Hospital for Children based in Cambodia. Mr. Canan graduated from McGill University with a bachelor of commerce degree and is a Canadian Chartered Accountant. Because of his over 34 years of strategic, business development and financial expertise, we believe Mr. Canan is well-qualified to serve on our Board of Directors.

Dino Cusumano, Director

Mr. Cusumano has served as a member of our Board of Directors since 2008. Mr. Cusumano was a Vice President of REV from 2008 until February 2016. He is also a general partner at AIP, an organization he joined in 2000. Previously, he served in the Investment Banking Department of J.P. Morgan & Co. Inc., where he worked on merger and acquisition and capital raising transactions, primarily in the industrial sector. In addition, Mr. Cusumano served in the Investment Banking Department at Wedbush Morgan Securities. Mr. Cusumano graduated from the University of Notre Dame, where he received a bachelor of business of administration degree in finance. He is a CFA charterholder. Because of his extensive financial and investing background and his deep knowledge of REV’s history and organization, we believe Mr. Cusumano is well-qualified to serve on our Board of Directors.

Charles Dutil, Director

Mr. Dutil has served as a member of our Board of Directors since 2016 and brings over 25 years of experience in commercial vehicle manufacturing to REV. Since 2002, he has served as President and Chief Executive Officer of Manac Inc. Before that, Mr. Dutil served in various senior positions at Manac Inc., including Executive Vice President and Vice President of Marketing. He also sits on the Boards of Directors of Fondation Nordiques and Béton Bolduc Inc. Previously, he was a Director of the Groupe Environnemental Labrie Inc., the Truck Trailer Manufacturers’ Association, FIER Entrepreneur, Fondation du Centre de Réadaptation Physique Chaudière-Appalaches and Groupe Harnois. Mr. Dutil is a graduate of HEC Montréal and Western Business School. Because of his extensive business experience, we believe Mr. Dutil is well-qualified to serve on our Board of Directors.

Justin Fish, Director

Mr. Fish has served as a member of our Board of Directors since 2016. He is a partner at AIP, an organization he joined in 2012. Previously, he served as an investment associate for Chilton Investment

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Company. In addition, Mr. Fish has held a variety of financial, supply chain and operational roles with Lear Corporation. Mr. Fish also serves on the Board of Directors of Carlstar Group LLC and Gerber Scientific LLC. Mr. Fish graduated from Michigan State University’s Eli Broad College of Business with a bachelor of arts degree in finance. He holds a master of business administration degree from the Stanford Graduate School of Business. Because of his financial, supply chain and operational expertise, we believe Mr. Fish is well-qualified to serve on our Board of Directors.

Kim Marvin, Director

Mr. Marvin has served as a member of our Board of Directors since 2008. He is a general partner at AIP, an organization he joined in 1997. Previously, he served in the Mergers and Acquisitions and Financial Institutions Groups of Goldman, Sachs & Co. Before that, he was Chief Operating Officer of the American Original Corporation. Mr. Marvin received a bachelor of science degree in ocean engineering from the Massachusetts Institute of Technology. He also holds a master of business administration degree from Harvard Business School. Because of his deep knowledge of REV, we believe Mr. Marvin is well-qualified to serve on our Board of Directors.

Joel Rotroff, Director

Mr. Rotroff has served as a member of our Board of Directors since 2016. Mr. Rotroff joined AIP in 2012. Mr. Rotroff previously served as an analyst and associate at Baird Private Equity from 2006 to 2010. Prior to his employment with Baird Private Equity, Mr. Rotroff worked in the Healthcare group in the Investment Banking Division of Piper Jaffray & Co. Prior to Piper Jaffray & Co., Mr. Rotroff worked as a member of the Business Planning team at Boston Scientific. Mr. Rotroff holds a bachelor of science degree in biomedical engineering from the University of Wisconsin, with honors and distinction, a master of engineering degree from Duke University and a master of business administration degree from the J.L. Kellogg School of Management at Northwestern University. Mr. Rotroff also serves on the Boards of Directors of AIP Aerospace LLC, Carlstar Group LLC and Optimas OE Solutions, LLC. Because of his extensive financial experience, we believe Mr. Rotroff is well-qualified to serve on our Board of Directors.

Donn Viola, Director

Mr. Viola has served as a member of our Board of Directors since 2008. He was the Chief Operating Officer of Donnelly Corporation from 1996 until his retirement in 2002. Prior to this, he served as Chief Operating Officer and as a director of Mack Trucks Inc. Mr. Viola is currently on the Boards of Directors of Unique Fabricating, Inc. and Defiance Metal Products, Inc. He previously served on the Boards of Directors of Manac Inc. and Williams Controls, Inc. Mr. Viola holds a bachelor of science in mechanical engineering from Lehigh University. Because of his extensive management background, we believe Mr. Viola is well-qualified to serve on our Board of Directors.

Other Key Employees

Below is a list of the names, ages as of the date of this prospectus and positions, and a brief account of the business experience of the individuals who serve as other key employees in our organization as of the date of this prospectus.

Name	Age		Position
Robert Collins		62	President, REV Ambulance Group
Greg Heichelbech		51	President, REV Specialty Products
Jim Jacobs		60	President, REV RV Group
Dan Peters		56	President, REV Fire Group
John Walsh		51	President, REV Bus Group

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Robert Collins

Mr. Collins currently serves as President, REV Ambulance Group, a position he has held since January 2016. Prior to his current role, he was President of Wheeled Coach Industries, a position he held since 1995. Robert served in various other positions at Wheeled Coach since 1977, including Vice President of Operations and Vice President of Sales and Marketing. Robert graduated from the University of Central Florida in 1977 with a bachelor of science degree in business.

Greg Heichelbech

Mr. Heichelbech currently serves as President, REV Specialty Products, a position he has held since January 2016. Prior to joining REV, Mr. Heichelbech worked at Triumph Motorcycles of North America, where he was Chief Executive Officer. Prior to his tenure at Triumph Motorcycles, Mr. Heichelbech spent 20 years as Director of Sales, Director of Dealer Development and Retail Stores and Director of Strategy at Harley-Davidson Motor Company. Mr. Heichelbech is a graduate of the University of Wisconsin-Whitewater, where he earned a bachelor of arts degree in business in 1989. Additionally, Mr. Heichelbech holds a master of business administration degree from Loyola University of Chicago.

Jim Jacobs

Mr. Jacobs currently serves as President of REV RV Group, a position he has held since June 2015. Prior to joining REV, Mr. Jacobs served as President of Dynamax RV since 2014 where he led the introduction of several new and innovative products to the company portfolio. Prior to his tenure at Dynamax, Mr. Jacobs spent 12 years with Jayco, Inc. in various management roles, including as Vice President of Sales and Marketing Starcraft RV, Entegra Coach and Jayco Motorhome Group. His tenure at Jayco culminated with his appointment as Chief Operating Officer for that company. Mr. Jacobs holds a bachelor of arts degree in political science from Kansas State University.

Dan Peters

Mr. Peters currently serves as President, REV Fire Group, a position he has held since November 2013. Prior to joining REV, Mr. Peters worked at Pierce Manufacturing beginning in May 2008, where he worked as General Manager and Vice President of Sales. Prior to his tenure at Pierce Manufacturing, Mr. Peters spent 12 years as President of Akron Brass Company. Mr. Peters is a graduate of Wabash College, where he earned a bachelor of arts degree in economics.

John Walsh

Mr. Walsh currently serves as President, REV Bus Group, a position he has held since January 2016. Prior to joining REV, John worked at AM General LLC as the Executive Vice President of the MV-1 Division. Prior to his tenure at AM General, Mr. Walsh was the CEO of Vehicle Production Group LLC, an original equipment manufacturer of wheelchair-accessible cars. In addition, he spent 25 years at the bus dealership level with National Bus Sales and Leasing, Inc. Mr. Walsh is a graduate of Methodist University, where he earned a bachelor of arts degree in business administration and economics.

Board Composition and Director Independence

Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors is currently composed of nine directors. After the completion of this offering, the number of directors will be fixed by our Board of Directors, subject to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws.

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Our amended and restated certificate of incorporation and our amended and restated bylaws will provide for a classified Board of Directors consisting of three classes of directors, each serving staggered three-year terms as follows:

(1) Our Class I directors will be             ,              and             , and their terms will expire at the annual meeting of stockholders to be held in            .

(2) Our Class II directors will be             ,              and             , and their terms will expire at the annual meeting of stockholders to be held in            .

(3) Our Class III directors will be             ,              and             , and their terms will expire at the annual meeting of stockholders to be held in            .

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our amended and restated certificate of incorporation and amended and restated bylaws. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our Company. See “Description of Capital Stock—Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws.”

Controlled Company Exemption

After completion of this offering, certain funds affiliated with AIP will continue to control more than a majority of the voting power of our common stock eligible to vote in the election of directors. As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the             . Under the              rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that the board be composed of a majority of independent directors and that we have a compensation committee and a nominating and corporate governance committee that are composed entirely of independent directors.

Following this offering, we intend to rely on these exemptions. As a result, we may not have a majority of independent directors on our Board of Directors. In addition, our compensation committee and our nominating and corporate governance committee may not consist entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance standards applicable to non-controlled companies.

The Board of Directors has affirmatively determined that Messrs. Canan, Dutil and Viola meet the definition of “independent director” under the applicable rules and regulations of the SEC and the applicable listing standards of the             . As such, we believe that after completion of this offering and the listing of our shares on the             , our audit committee will have two independent directors.

Committees of the Board of Directors

Our Board of Directors has three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. The charter of each committee will be available on our website.

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Audit Committee

Our audit committee is composed of Messrs. Canan, Dutil and Viola, with Mr. Canan serving as chairman of the committee. Our Board of Directors has determined that each member of the audit committee meets the independence requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the              and all members of the audit committee meet the financial literacy requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the             . Our Board of Directors has determined that all members qualify as “audit committee financial experts” as defined under SEC rules.

The audit committee’s responsibilities include, among other things:

• appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;

• pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

• reviewing the internal audit plan with the independent registered public accounting firm and members of management responsible for preparing our consolidated financial statements;

• reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly consolidated financial statements and related disclosures, as well as critical accounting policies and practices used by us;

• reviewing the adequacy and effectiveness of our internal control over financial reporting;

• establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

• monitoring the effectiveness of our compliance policies and our compliance with legal and regulatory requirements particularly as they relate to our consolidated financial statements and accounting matters;

• reviewing our policies on risk assessment and risk management;

• preparing the audit committee report required by the rules of the SEC to be included in our annual proxy statement;

• periodically reviewing matters relating to our finance, treasury and tax activities; and

• reviewing all related party transactions for potential conflict of interest situations and approving any such transactions.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the applicable listing standards of the             .

Compensation Committee

Our compensation committee is composed of Messrs. Bamatter, Cusumano and Viola, with Mr. Cusumano serving as chairman of the committee. Our Board of Directors has determined that Mr. Viola meets the independence requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the             . The compensation committee’s responsibilities include, among other things:

• annually reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer;

• evaluating the performance of our chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of our chief executive officer;

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• reviewing the compensation of our other executive officers;

• appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the compensation committee;

• assessing the independence or the existence of any conflict of interest with respect to any compensation consultant, legal counsel or other advisor retained by the compensation committee in accordance with the applicable rules and regulations of the SEC and the applicable listing standards of the                 ;

• reviewing and establishing our overall management compensation philosophy and reviewing our executive compensation programs, including our retirement benefits, to determine that they are aligned with our philosophy;

• overseeing and administering our share compensation arrangements and similar plans;

• reviewing and approving our policies and procedures for the grant of equity-based awards;

• reviewing and making recommendations to the Board of Directors with respect to director compensation; and

• reviewing and discussing with management the compensation discussion and analysis, and preparing the compensation committee report, to be included in our annual proxy statement or Annual Report on Form 10-K.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the applicable listing standards of the             .

Nominating and Corporate Governance Committee

Our nominating and governance committee is composed of Messrs. Bamatter, Fish and Rotroff, with Mr. Bamatter serving as chairman of the committee. The nominating and corporate governance committee’s responsibilities include:

• identifying and evaluating Board of Director candidates, including nominees recommended by stockholders;

• identifying individuals qualified to become members of the Board of Directors;

• recommending to the Board of Directors the persons to be nominated for election as directors and to each of the Board’s committees;

• developing, recommending approval of, and periodically reviewing a set of corporate governance principles that comply with the applicable listing standards of the                 ;

• articulating to each director what is expected, including reference to the corporate governance principles and directors’ duties and responsibilities;

• reviewing and recommending to the Board of Directors practices and policies with respect to the evaluation of directors and the CEO, and overseeing the evaluation process;

• considering and reporting to the Board of Directors any questions of possible conflicts of interest of board of directors members;

• providing for new director orientation and continuing education for existing directors on a periodic basis; and

• overseeing management’s practices, procedures and plans relating to succession planning.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the applicable listing standards of the                 .

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Compensation Committee Interlocks and Insider Participation

Mr. Bamatter served as our corporate secretary in fiscal year 2014 and as a vice president of certain of our subsidiaries from 2008 to August 2016, Mr. Cusumano served as a vice president of certain of our subsidiaries from 2008 until February 2016. No other members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Upon the closing of this offering, our code of business conduct and ethics will be available on our website. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Compensation of our named executive officers is determined under our compensation program for senior executives. Following completion of this offering, this program will be overseen by the Board of Directors and its compensation committee (referred to as the “Compensation Committee”). We expect that generally the Board of Directors will determine the compensation of our executive officers in consultation with the recommendations of the Compensation Committee.

This compensation discussion and analysis focuses on our named executive officers listed in the Summary Compensation Table and the other compensation tables below (referred to as our “named executive officers”). Our named executive officers are executive officers who served in the roles of our principal executive officer and principal financial officer during fiscal year 2016, as well as our three next most highly compensated executive officers during fiscal year 2016. Our named executive officers for fiscal year 2016 were:

• Timothy W. Sullivan, Chief Executive Officer;

• Dean J. Nolden, Chief Financial Officer;

• Marcus Berto, Executive Vice President;

• Thomas B. Phillips, Chief Operations Officer; and

• Barbara H. Stephens, Chief Human Resources Officer.

We have also identified James McGinn as a named executive officer for fiscal year 2016. Mr. McGinn served as our Chief Accounting Officer prior to his departure in June 2016 and, until Mr. Nolden’s commencement of employment as our Chief Financial Officer in January 2016, assumed various responsibilities traditionally fulfilled by a principal financial officer.

Principal Objectives of Our Compensation Program for Named Executive Officers

Our executive team is critical to our success and to building value for our stockholders. The principal objectives of our executive compensation program are to:

• attract, retain and motivate high-caliber executive officers by providing a total compensation program that takes into consideration competitive market requirements and strategic business needs;

• clearly align the financial interests of executive officers with those of our stockholders;

• encourage behavior consistent with our values and reinforce ethical business practices; and

• appropriately reward executive officers for creating long-term stockholder value.

Compensation Setting Process

Our Chief Executive Officer has discretion to recommend both the contractual and discretionary compensation of the named executive officers (other than himself) in consultation with our Board of Directors. Our Board of Directors has historically had overall responsibility for overseeing our executive compensation policies and compensation plans and programs. In consultation with our Chief Executive Officer, our Board of Directors reviews our achievements as a company and those of our executive officers when determining the specific type and level of compensation of our named executive officers.

We believe the levels of compensation we provide should be competitive, reasonable and appropriate to attract and retain talent to meet our business needs. In addition to the information provided by the consultant to the Company, Willis Towers Watson, PLC (referred to as Willis Towers Watson), with respect to executive

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officer and director compensation matters (discussed below), we have informally considered the competitive market for corresponding positions within comparable geographic areas and companies of similar size, industry and stage of development. Compensation was determined with the application of subjective discretion rather than by applying a specific formula or matrix to set total compensation in relation to compensation paid by other companies. Our historical approach has been to consider competitive compensation practices and other factors, such as how much compensation was necessary to recruit and retain an executive officer, as well as individual performance. As we gain experience as a public company, we expect that the specific direction, emphasis and components of our executive compensation program will continue to evolve. For example, over time, we may reduce our reliance upon subjective determinations in favor of a more empirically based approach that could involve, among other practices, benchmarking the compensation paid to our named executive officers against peer companies.

For the named executive officers (other than our Chief Executive Officer), our Chief Executive Officer has considered such named executive officer’s responsibilities and prior experience. Our Chief Executive Officer then consults with the Board of Directors on his recommendations to the Board of Directors regarding base salary increases, formula based and discretionary bonus amounts, and equity award amounts, and advises the Board of Directors regarding the compensation program’s ability to attract, retain and motivate executive talent. These recommendations reflect compensation levels that our Chief Executive Officer believes are commensurate with such named executive officer’s individual qualifications, experience, responsibility level, functional role, knowledge, skills, and individual performance, as well as our Company’s performance and competitive offerings.

In determining our Chief Executive Officer’s compensation, the Board of Directors takes into consideration our performance, our Chief Executive Officer’s contribution to that performance and the desire to retain and motivate the Chief Executive Officer.

Following completion of this offering, the Compensation Committee will administer our executive compensation program in accordance with its charter, including making recommendations to our Board of Directors for approval of various matters.

Role of Compensation Consultant

The Company retained Willis Towers Watson in June 2016 to provide guidance and advice going forward on compensation-related matters, including potential changes to our executive and director compensation structure following completion of this offering. We have purchased a proprietary grading system, as well as broad-based salary survey data, from Willis Towers Watson. The aggregate cost to the Company of these additional products and services did not exceed $120,000 during fiscal year 2016. In connection with our engagement of Willis Towers Watson, our Board of Directors conducted an assessment of potential conflicts of interest of Willis Towers Watson, and no conflicts of interest relating to its services were identified.

Elements of Compensation

The following is a discussion of the primary elements of the compensation for each of our named executive officers.

Annual Base Salary

We believe that providing each of our named executive officers a competitive annual base salary is an important component of compensation. A competitive annual base salary provides a degree of financial stability to our named executive officers that enhances their performance on behalf of our stockholders and is critical to recruiting and retaining our named executive officers. We do not have formal written policies or guidelines for setting or adjusting the annual base salary of our named executive officers but instead make a subjective

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determination based on certain factors that we believe are relevant. Specifically, we will consider the executive’s experience, responsibilities and unique leadership skills as well as any changes in the competitive market environment. Our named executive officers who began employment during fiscal year 2016, while we were a private company, received base salaries based on the factors described above and negotiations with them, as set forth in their offer letters described below.

In fiscal year 2016, Mr. Berto received a merit increase of 3% in his annual base salary due to his past and continuing contributions to the Company. Mr. Berto was the only named executive officer to receive an increase in his annual base salary in fiscal year 2016.

Annual Cash Incentive Program

For fiscal year 2016, our named executive officers participate in the discretionary REV Group Management Incentive Plan, which we refer to as the MIP. Under the MIP, bonus payments are based on each named executive officer’s bonus target and the Company’s achievement of Adjusted EBITDA. For fiscal year 2016, the bonus targets for our named executive officers, as a percentage of base salary, were as follows:

• Timothy W. Sullivan—100%

• Dean J. Nolden—60%

• Marcus Berto—100%

• Thomas B. Phillips—80%

• Barbara H. Stephens—50%

• James McGinn—50%

Whether participants of the MIP will be eligible to receive bonus payments is determined based on the Company’s Adjusted EBITDA. Adjusted EBITDA is a non-GAAP metric that represents net income before interest expense, income taxes, depreciation and amortization, adjusted for other onetime and noncash expense items. The target for fiscal year 2016 was established at $120 million in Adjusted EBITDA. A threshold performance level of 90% of this target (i.e., $108 million in Adjusted EBITDA) must be met before any bonus payments are made to our named executive officers. The size of the Company’s accrual for bonus payments can increase by 1% for every 1% increase above the Adjusted EBITDA target with the maximum set at 200% of the target Adjusted EBITDA (i.e., $240 million in Adjusted EBITDA).

Bonus payouts for fiscal year 2016 have not yet been determined. Such amounts will be prorated for Messrs. Nolden and Phillips and Ms. Stephens based on the date on which they commenced employment during fiscal year 2016.

Long-Term Equity Compensation

We have granted equity awards in the form of stock options to our named executive officers under the Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan (the “2010 Long-Term Incentive Plan”). Each of our named executive officers received an award of stock options upon commencing employment with the Company. When determining each named executive officer’s award of stock options, we considered the executive’s experience, responsibilities and unique leadership skills, as well as the retentive effect of the stock option award. Other than such awards, our named executive officers have not received any additional awards of stock options. The following amounts represent the number of shares underlying each of the stock option awards granted to our named executive officers upon their commencement of employment:

• Timothy W. Sullivan—15,500

• Dean J. Nolden—2,250

• Marcus Berto—5,000

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• Thomas B. Phillips—2,000

• Barbara H. Stephens—700

• James McGinn—500

Our stock options provide long-term incentives to our named executive officers while aligning their interests with our stockholders. Stock options have been granted in the form of nonqualified stock options. These stock options generally vest in equal, annual installments over a three- or four-year period. A certain percentage of these stock options fully vest upon the occurrence of fundamental corporate events (e.g., a change in control or the occurrence of an initial public offering).

As a result, the following amounts represent the shares underlying outstanding stock options that will become fully vested in connection with completion of this offering, based on the number of unvested options at October 31, 2016:

• Timothy W. Sullivan—                

• Dean J. Nolden—                 

• Marcus Berto—                

• Thomas B. Phillips—                

• Barbara H. Stephens—                

The vesting features of our stock options support our retention goals by providing an incentive to our named executive officers to remain in our employ and grow the value of the Company during the vesting period. The partial acceleration of stock options upon fundamental corporate events such as this offering is intended to reinforce and encourage the continued attention of our named executive officers to their duties in order to complete transactions that would be beneficial to our stockholders.

Following completion of this offering, we anticipate that we will continue to use equity awards as an integral part of our executive compensation program.

Allocation Among Forms of Compensation

Historically, we have not adopted any policies with respect to current compensation versus long-term compensation, with respect to cash versus noncash compensation, or among different forms of noncash compensation. We consider all elements as necessary for achieving our compensation objectives. Our practices as a public company following completion of this offering may vary over time.

Employment and Consulting Arrangements with Named Executive Officers

Each of our named executive officers received an offer letter from the Company.

CEO Offer Letter

Under the terms of his offer letter, dated July 9, 2014, Mr. Sullivan is entitled to receive an annual base salary of $800,000 and is eligible to receive a cash bonus payment equal to 100% of his base salary upon the Company’s full attainment of its annual goals. The amount ultimately paid to Mr. Sullivan may exceed 100% of his base salary if the Company outperforms its annual goals. The offer letter also provided for an initial grant of a stock option with respect to 15,500 shares. Mr. Sullivan was also permitted to purchase up to $5 million in common stock of the Company. Mr. Sullivan’s offer letter does not provide for severance or other similar payments upon his termination of employment.

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CFO Offer Letter—Dean Nolden

Under the terms of his offer letter, dated December 21, 2015, Mr. Nolden is entitled to receive an annual base salary of $350,000 and is eligible to receive a cash bonus payment equal to a target level of 60% of his base salary based upon the Company’s achievement of its annual Adjusted EBITDA target. The amount ultimately paid to Mr. Nolden may exceed such 60% target. The offer letter also provided for an initial grant of 2,250 stock options. The offer letter further provides that Mr. Nolden will be eligible to participate in the Deferred Compensation Plan and participate in the Company’s health and welfare benefit plans and retirement plan. Mr. Nolden’s offer letter does not provide for severance or other similar payments or benefits upon his termination of employment.

Other Named Executive Officers’ Offer Letters

Under the terms of his offer letter, dated October 9, 2014, Mr. Berto serves as our Chief Commercial Officer and is entitled to receive a base salary of $500,000 and is eligible to receive a cash bonus payment equal to a target level of 100% of his base salary with 80% of such award based upon the Company’s achievement of its annual Adjusted EBITDA target and 20% based on the achievement of Mr. Berto’s personal objectives. The amount ultimately paid to Mr. Berto may exceed the 100% target. The offer letter also provides for the initial grant of 5,000 stock options. Mr. Berto was also permitted to purchase up to $1.5 million of common stock of the Company. Mr. Berto’s offer letter also provides that he is eligible to participate in the Deferred Compensation Plan. Mr. Berto currently participates in the health and welfare benefit plans generally available to the Company’s employees. Mr. Berto’s offer letter does not provide for severance or other similar payments or benefits upon his termination of employment.

Mr. Phillips and Ms. Stephens have also received offer letters, each dated February 5, 2016, from the Company. Under the terms of their respective offer letters, Mr. Phillips serves as our Chief Operations Officer, and Ms. Stephens serves as our Chief Human Resources Officer. These offer letters provide for an annual base salary ($500,000 in the case of Mr. Phillips and $325,000 in the case of Ms. Stephens). These offer letters also provide for an annual cash bonus payment equal to a target level of 80% of base salary (in the case of Mr. Phillips) or 50% (in the case of Ms. Stephens) based upon the Company’s achievement of its annual Adjusted EBITDA target. The bonus amount ultimately paid may exceed such target percentages. Mr. Phillips and Ms. Stephens each also received a signing bonus of $22,500 under their respective offer letters. The offer letters also provided for the initial grant of a stock option with respect to 2,000 and 700 shares, respectively. These offer letters further provide that Mr. Phillips and Ms. Stephens will be eligible to participate in the Deferred Compensation Plan and participate in the Company’s health and welfare benefit plans and retirement plan. The offer letters do not provide for severance or other similar payments or benefits upon a named executive officer’s termination of employment.

Severance and Change in Control Agreements

Our named executive officers are eligible to participate in the REV Group Salaried Severance Policy, which we refer to as the Severance Policy. The purpose of the Severance Policy is to provide reasonable and consistent severance benefits to our executive officers upon qualifying termination events. The severance payments consist of one year of base salary, as further described under “Potential Payments Upon Termination or Change in Control” below.

In January 26, 2016, we entered into a Transition and Consultancy Agreement (the “Transition and Consultancy Agreement”) with Mr. McGinn in order to provide for an orderly transition of his responsibilities to our new principal financial officer. Under this arrangement, as further described under “Potential Payments Upon Termination or Change in Control” below, he was eligible to receive a bonus for remaining until June 2016, as well as consulting payments and COBRA reimbursements following his separation from employment.

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Restrictive Covenant Agreements

Each of our named executive officers is a party to the REV Restrictive Covenant Agreement. The restrictive covenant agreement provides that during the employment period and for one year following a termination of employment, the named executive officer will not, directly or indirectly, solicit our employees or customers. The restrictive covenant agreement also prevents each named executive officer from directly or indirectly competing with the Company during the employment period and for one year following a termination of employment. The restrictive covenant agreements contain a perpetual nondisclosure covenant.

The Transition and Consultancy Agreement that Mr. McGinn entered into with the Company also contains restrictive covenants. During the twelve-month period commencing on June 17, 2016, Mr. McGinn may not, directly or indirectly, compete with the Company or solicit our employees, independent contractors or customers. The Transition and Consultancy Agreement also contains perpetual nondisclosure and non-disparagement covenants.

Deferred Compensation Plan

Our named executive officers and all of our highly compensated employees are eligible to participate in the REV Group, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Eligibility to participate in the deferred compensation plan is limited to a select group of management or highly compensated employees. Participants are permitted to defer between 1% and 100% of their base salary and annual cash bonus. Participants select the allocation of their accounts among investment indices selected by the Company. The Company does not provide matching contributions to participants of the deferred compensation plan. Our Board of Directors may amend the plan at any time, as long as such amendment does not have any retroactive effect to reduce any amounts allocated to a participant’s accounts. None of our named executive officers currently participate in the deferred compensation plan.

Other Benefits

Retirement Plan

We maintain a qualified defined contribution 401(k) plan for all of our employees. Our named executive officers participate in this plan on the same basis as our employees generally. Under the plan, employees may elect to defer eligible pay up to the annual maximum allowed under the Internal Revenue Code. The Company makes a safe harbor matching contribution equal to 100% of the first 1% of salary contributed by a participating employee, and a 50% matching contribution of the next 5% of salary contributed by a participating employee. Company matching contributions begin after enrollment, and participating employees are 100% vested in such contributions after two years of service.

Health, Welfare and Other Benefit Plans

Our named executive officers are entitled to the same health and welfare benefits as our employees generally, including medical, dental and vision insurance, as well as flex and health savings accounts, life insurance, short-term disability insurance (fully paid by the Company), long-term disability insurance, accident insurance and critical illness insurance.

We offer relocation benefits to newly hired named executive officers as necessary.

In addition, the Company reimbursed Mr. Nolden for COBRA payments that he incurred in connection with continuation of his medical health benefits under his prior employer’s health plan.

Our named executive officers did not receive other perquisites in fiscal year 2016.

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Compensation Risk Assessment

Our Compensation Committee has performed a review of compensation policies and practices for all of our employees and has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on us.

Stock Ownership Guidelines

Our named executive officers have not been subject to mandated stock ownership guidelines. However, we believe it is important for our named executive officers to be owners in the Company to ensure the alignment of their goals with the interests of our stockholders. In connection with this offering, we have established guidelines of equity ownership for our Chief Executive Officer equivalent to five times his base salary and for our other executive officers equivalent to three times their respective base salaries. Each has a transition period of five years to meet the requirements set forth in the guidelines to the extent they are not currently in compliance with this guideline.

Accounting and Tax Considerations

Section 280G of the Internal Revenue Code provides that executive officers, certain stockholders and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceed certain limits. Section 409A of the Internal Revenue Code also imposes additional significant taxes on the individual for deferred compensation that does not meet the requirements of Section 409A. We have not provided any named executive officer with a gross-up or other reimbursement for tax amounts the executive officer might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code.

Section 162(m) of the Internal Revenue Code imposes a $1 million cap on federal income tax deduction for compensation paid to our Chief Executive Officer and to certain other highly compensated officers during any fiscal year unless the compensation is “performance-based” under Section 162(m). Under a special Section 162(m) exception, subject to certain conditions, compensation paid pursuant to a compensation plan in existence before the effective date of this offering will not be subject to the $1 million limitation until the earliest of: (i) the expiration of the compensation plan, (ii) a material modification of the compensation plan (as determined under Section 162(m)), (iii) the issuance of all the employer stock and other compensation allocated under the compensation plan, or (iv) the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which this offering occurs.

When approving the amount and form of compensation for our named executive officers in the future, our Compensation Committee will consider all elements of the cost to our Company of providing such compensation, including the potential impact of Section 162(m). However, the Board of Directors or our Compensation Committee, as applicable, may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent. Many other Internal Revenue Code provisions, SEC regulations and accounting rules affect the payment of executive compensation and are generally taken into consideration as programs are developed. Our goal is to create and maintain plans that are efficient, effective and in full compliance with these requirements.

Any equity awards that may be granted to our employees, including our executive officers, pursuant to the long-term incentive plan we intend to adopt in connection with the offering, will be reflected in our consolidated financial statements, based upon the applicable accounting guidance, at fair market value on the grant date in accordance with FASB Accounting Standards Codification, Topic 718, “Compensation—Stock Compensation.”

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Summary Compensation Table

The following table sets forth information regarding the compensation awarded to, earned by or paid to each of our named executive officers during fiscal year 2016.

Name and principal position	Fiscal year		Salary ($)		Bonus ($)(3)		Option Awards ($)(4)		Non-equity incentive plan compensation ($)(5)	All other compensation ($)(6)		Total ($)
Timothy W. Sullivan     Chief Executive Officer		2016		800,000		—		—			9,275		809,275
Dean J. Nolden     Chief Financial Officer(1)		2016		282,692		—		932,169			7,489		1,222,350
Marcus Berto     Executive Vice President		2016		506,231		—		—			9,275		515,506
Thomas B. Phillips     Chief Operations Officer(1)		2016		367,308		22,500		821,344			56,142		1,267,294
Barbara H. Stephens     Chief Human Resources Officer(1)		2016		238,750		22,500		287,471			22,839		571,560
James McGinn     Former Chief Accounting Officer and Principal Financial Officer(2)		2016		128,616		148,233		—			119,613		396,462

(1) Messrs. Nolden and Phillips and Ms. Stephens commenced their employment with the Company in fiscal year 2016. As such, their annual base salary amounts will reflect partial amounts for fiscal year 2016.

(2) Mr. McGinn ceased to serve as the Company’s principal financial officer on January 11, 2016 and his separation from the Company became effective on June 17, 2016.

(3) Reflects the following: (i) Signing bonus for each of Mr. Phillips and Ms. Stephens of $22,500; and (ii) the stay bonus and guaranteed fiscal year 2016 bonus paid to Mr. McGinn under his Transition and Consultancy Agreement.

(4) Represents the aggregate grant date fair value of stock option awards calculated in accordance with FASB ASC Topic 718. The assumptions we used in valuing stock option awards are described in Note 15 to our consolidated audited financial statements appearing elsewhere in this prospectus.

(5) The bonus payment amounts under the MIP for fiscal year 2016 will be included upon their determination by the Company.

(6) Reflects the following:

(i) Payment of $3,451 to Mr. Nolden for COBRA benefits under his prior employer’s plan.

(ii) Relocation benefits of $18,089 paid to Ms. Stephens.

(iii) Company matching contributions under the 401(k) plan in the amounts of $9,275 to each of Messrs. Sullivan and Berto, $4,038 to Mr. Nolden, $5,000 to Mr. Phillips, $4,750 to Ms. Stephens and $9,906 to Mr. McGinn.

(iv) Payment of $51,142 to Mr. Phillips for his services to the Company during fiscal year 2016 as a consultant prior to becoming an employee.

(v) A total of $109,707 paid to Mr. McGinn under his Transition and Consultancy Agreement, consisting of $88,396 for consulting fees, $7,440 for COBRA reimbursement and $13,871 for accrued but unused vacation pay.

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Grants of Plan-Based Awards

The following table sets forth information regarding plan-based awards made to each of our named executive officers during fiscal year 2016.

	Grant date		Potential future payouts under non- equity incentive plan awards(1)						Option awards: Number of shares underlying options (#)		Exercise price of option awards ($/sh)		Grant date fair value of option awards ($)
Name			Threshold ($)		Target ($)		Maximum ($)
Timothy W. Sullivan		—		720,000		800,000		1,600,000		—		—		—
Dean J. Nolden		1/11/2016								2,250		648.96		932,169
		—		157,500		175,000		350,000
Marcus Berto		—		463,500		515,000		1,030,000		—		—		—
Thomas B. Phillips		2/12/2016								2,000		648.96		821,344
		—		270,000		300,000		600,000
Barbara H. Stephens		2/12/2016								700		648.96		287,471
		—		109,688		121,875		243,750
James McGinn		—		92,250		102,500		205,000		—		—		—

(1) Represents amounts payable under the MIP, as described in the Compensation Discussion and Analysis above. Messrs. Nolden and Phillips and Ms. Stephens commenced their employment with the Company in fiscal year 2016. As such, their target bonus amounts are pro-rated for fiscal year 2016. Mr. McGinn’s actual bonus payment was determined pursuant to the Transition and Consultancy Agreement as described below.

(2) Options were granted under the 2010 Long-Term Incentive Plan.

Description of Incentive Plans

Cash Incentive Plan

We expect that our Board of Directors will adopt a cash incentive plan, or the Cash Bonus Plan, prior to completion of this offering. The MIP would become a subset of the Cash Bonus Plan. The following is a summary of the material terms of the Cash Bonus Plan.

The Cash Bonus Plan was adopted to enable the Company to recognize the contributions, and reward the performance, of key employees of the Company and its affiliates. The Board of Directors or its Compensation Committee will administer the Cash Bonus Plan. Awards may be discretionary or earned based on factors, criteria or objectives, which may include the performance measures provided in the Omnibus Plan. Cash Bonus Plan payments, if any, will be made in cash following the end of the applicable performance period.

Omnibus Incentive Plan

We expect that our Board of Directors will adopt, subject to stockholder approval, a new equity compensation plan in the form of an omnibus incentive plan, or Omnibus Plan, prior to completion of this offering. The following is a summary of the material terms of the Omnibus Plan.

Purpose

The purpose of the Omnibus Plan is to motivate and reward those employees and other individuals who are expected to contribute significantly to our long term success and to further align employee interests to those of our stockholders.

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Plan Term

The Omnibus Plan is scheduled to expire after ten years. The term will expire sooner if, prior to the end of the ten-year term or any extension period, the maximum number of shares available for issuance under the Omnibus Plan has been issued or our Board of Directors terminates the Omnibus Plan.

Authorized Shares and Award Limits

Subject to adjustment,                  shares of our common stock will be available for awards to be granted under the Omnibus Plan (other than substitute awards; that is, awards that are granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by us or with which we combine). Subject to adjustment,                  shares of our common stock will be available for awards to be granted to our non-employee directors under the Omnibus Plan.

Subject to adjustment, the maximum number of shares of our common stock that may be granted to any single individual during any calendar year is as follows: (i) stock options and SARs that relate to no more than                  shares of our common stock; (ii) restricted stock and RSUs that relate to no more than                  shares of our common stock; (iii) performance awards denominated in shares and other share-based awards that relate to no more than                  shares of our common stock; (iv) deferred awards denominated in shares that relate to no more than                  shares of our common stock; (v) deferred awards denominated in cash that relate to no more than $          ; and (vi) performance awards denominated in cash and other cash-based awards that relate to no more than $        .

If an award is forfeited, expires, terminates or otherwise lapses or is settled for cash, the shares covered by such award will again be available for issuance under the Omnibus Plan. Shares withheld to pay taxes or shares tendered or withheld in payment of an exercise price will not again become available for issuance under the Omnibus Plan.

Administration

The Board of Directors or, to the extent authority is delegated by the Board of Directors, its Compensation Committee or other committee (in either event, the “Administrator”) will administer the Omnibus Plan and determine the following items:

• designate participants;

• determine the types of awards (including substitute awards) to grant, the number of shares to be covered by awards, the terms and conditions of awards, whether awards may be settled or exercised in cash, shares, other awards, other property or net settlement, the circumstances under which awards may be canceled, repurchased, forfeited or suspended, and whether awards may be deferred automatically or at the election of the holder or the Administrator;

• interpret and administer the Omnibus Plan and any instrument or agreement relating to, or award made under, the Omnibus Plan;

• amend the terms or conditions of outstanding awards, including to accelerate the time or times at which an award becomes vested, unrestricted or may be exercised;

• correct any defect, supply any omission and reconcile any inconsistency in the Omnibus Plan or any award to carry the Omnibus Plan into effect;

• establish, amend, suspend or waive rules and regulations and appoint agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate; and

• make any other determination and take any other action that it deems necessary or desirable to administer the Omnibus Plan.

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To the extent not inconsistent with applicable law, the Administrator may delegate to one or more of our officers the authority to grant stock options or SARs or other awards in the form of share rights under the Omnibus Plan.

Types of Awards

The Omnibus Plan provides for grants of incentive and non-qualified stock options, SARs, restricted stock, RSUs, performance awards, deferred awards, other share-based awards and other cash-based awards:

• Stock Options. A stock option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of a stock option (except in the case of substitute awards) will be determined by the Administrator at the time of grant but may not be less than the closing price of a share of our common stock on the day prior to the grant date. The Administrator will determine the date on which each stock option becomes vested and exercisable and the expiration date of each option. No stock option will be exercisable more than ten years from the grant date, except that the Administrator may generally provide for an extension of such ten-year term in the event the exercise of the option would be prohibited by law on the expiration date. Stock options that are intended to qualify as incentive stock options must meet the requirements of Section 422 of the Internal Revenue Code.

• SARs. A SAR represents a contractual right to receive, in cash or shares, an amount equal to the appreciation of one share of our common stock from the grant date over the exercise or hurdle price of such SAR. The per share exercise price of a SAR (except in the case of substitute awards) will be determined by the Administrator but may not be less than the closing price of a share of our common stock on the day prior to the grant date. The Administrator will determine the date on which each SAR may be exercised or settled and the expiration date of each SAR. However, no SAR will be exercisable more than ten years from the grant date.

• Restricted Stock. Restricted stock is an award of shares of our common stock that are subject to restrictions on transfer and a substantial risk of forfeiture.

• RSUs. An RSU represents a contractual right to receive the value of a share of our common stock at a future date, subject to specified vesting and other restrictions.

• Performance Awards. Performance awards, which may be denominated in cash or shares, will be earned upon the satisfaction of performance conditions specified by the Administrator.

• Deferred Awards. The Administrator is authorized to grant awards denominated in a right to receive shares of our common stock or cash on a deferred basis.

• Other Share-Based Awards. The Administrator is authorized to grant other share-based awards, which may be denominated in shares of our common stock or factors that may influence the value of our shares.

• Other Cash-Based Awards. The Administrator is authorized to grant other cash-based awards either independently or as an element of or supplement to any other award under the Omnibus Plan.

Adjustments

In the event that the Administrator determines that, as result of any dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of our shares or other securities, issuance of warrants or other rights to purchase our shares or other securities of the Company, issuance of our shares pursuant to the anti-dilution provisions of our securities, or other similar corporate transaction or event affecting our shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Omnibus Plan, the Administrator will, subject to compliance with Section 409A of the Internal Revenue Code, adjust equitably any or all of:

• the number and type of shares or other securities that thereafter may be made the subject of awards, including the aggregate and individual limits under the Omnibus Plan;

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• the number and type of shares or other securities subject to outstanding awards; and

• the grant, purchase, exercise or hurdle price for any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award.

In addition, the Administrator may adjust the terms and conditions of, and the criteria included in, outstanding awards in recognition of events affecting the Company or the financial statements of the Company, or changes in applicable laws, regulations or accounting principles, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Omnibus Plan, subject, in all such instances, to compliance with Section 162(m) of the Internal Revenue Code.

No Repricing

Except as provided the Omnibus Plan’s adjustment provisions, no action shall directly or indirectly, through cancellation and regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant thereof without approval of our stockholders.

Termination of Service and Change of Control

The Administrator will determine the effect of a termination of employment or service on outstanding awards, including whether the awards will vest, become exercisable, settle or be forfeited. In the event of a change of control, except as otherwise provided in the applicable award agreement, the Administrator may provide for:

• continuation or assumption of outstanding awards under the Omnibus Plan by us (if we are the surviving corporation) or by the surviving corporation or its parent;

• substitution by the surviving corporation or its parent of awards with substantially the same terms and value as such outstanding awards under the Omnibus Plan;

• acceleration of the vesting (including the lapse of any restrictions, with any performance criteria or conditions deemed met at target) or the right to exercise outstanding awards immediately prior to the date of the change of control and the expiration of awards not timely exercised by the date determined by the Administrator; or

• in the case of outstanding stock options and SARs, cancelation in consideration of a payment in cash or other consideration equal to the intrinsic value of the award. The Administrator may, in its sole discretion, terminate without the payment of any consideration, any stock options or SARs for which the exercise or hurdle price is equal to or exceeds the per share value of the consideration to be paid in the change of control transaction.

Amendment and Termination

Our Board of Directors may amend, alter, suspend, discontinue or terminate the Omnibus Plan, subject to approval of our stockholders if required by the rules of the stock exchange on which our shares are principally traded. The Administrator may also amend, alter, suspend, discontinue or terminate, or waive any conditions or rights under, any outstanding award. However, subject to the adjustment provision and change of control provision, any such action by the Administrator that would materially adversely affect the rights of a holder of an outstanding award may not be taken without the holder’s consent, except to the extent that such action is taken to cause the Omnibus Plan to comply with applicable law, stock market or exchange rules and regulations, or accounting or tax rules and regulations, or to impose any “clawback” or recoupment provisions on any awards in accordance with the Omnibus Plan.

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2010 Long-Term Incentive Plan

Historically, we have had one long-term incentive plan pursuant to which we have only granted stock options, the 2010 Long-Term Incentive Plan. Outstanding stock options currently provide the option holder the right to purchase our common stock at the strike price per share agreed to under an individual award following satisfaction of time-based vesting conditions. Following completion of this offering, we will no longer grant new awards under the 2010 Long-Term Incentive Plan.

Purpose

The purpose of the 2010 Long-Term Incentive Plan is to attract and retain the services of key employees, key contractors, key consultants and outside directors while aligning their interests with the interests of our stockholders.

Shares Available under the 2010 Long-Term Incentive Plan

As of October 31, 2016, we had          stock options outstanding under the 2010 Long-Term Incentive Plan, subject to adjustment in the event of any recapitalization, stock-split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase or exchange of common stock or other securities of the Company, issuance of warrants or other rights to purchase common stock or other securities of the Company, or other similar corporate transaction or event that affects the common stock of the Company such that an adjustment is determined by the Board of Directors to be appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made under the 2010 Long-Term Incentive Plan. Shares issued under the 2010 Long-Term Incentive Plan may be made available from authorized but unissued common stock, common stock held by the Company in its treasury or common stock purchased by the Company on the open market or otherwise. If any award is forfeited, expires or terminates without having been exercised, the shares that are not acquired may again be issued under the 2010 Long-Term Incentive Plan. No new awards will be made under the 2010 Long-Term Incentive Plan after the effective date of the registration statement of which this prospectus is a part.

Eligibility

All of our employees, contractors, consultants and outside directors may receive awards under the 2010 Long-Term Incentive Plan. As of October 31, 2016,          participants hold outstanding awards under the 2010 Long-Term Incentive Plan.

Administration

The 2010 Long-Term Incentive Plan is administered by the Board of Directors. The Board of Directors has discretion to:

• interpret the 2010 Long-Term Incentive Plan;

• prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the 2010 Long-Term Incentive Plan;

• establish performance goals for an award and certify the extent of their achievement;

• designate from time to time eligible persons to whom awards will be granted; and

• make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the 2010 Long-Term Incentive Plan.

The Board of Directors may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the 2010 Long-Term Incentive Plan.

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Amendment and Termination

In general, the Board of Directors may, without the consent of the participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part. However, no amendment for which stockholder approval is required (either by any securities exchange or inter-dealer quotation system on which the common stock of the Company is listed or traded or in order for the 2010 Long-Term Incentive Plan and awards made under the 2010 Long-Term Incentive Plan to continue to comply with Sections 162(m), 409A, 421 and 422 of the Internal Revenue Code) will be effective unless such amendment is approved by the requisite vote of the stockholders of the Company entitled to vote. Unless required by law, the Board of Directors may not take any action that adversely affects any rights of participants or obligations of the Company to participants with respect to an award without the consent of the affected participant.

Form of Awards

Awards under the 2010 Long-Term Incentive Plan are in the form of stock options not intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code, with the following terms:

• options must have an exercise price at least equal to the fair market value of our common stock on the date of grant;

• a certain percentage of the shares subject to the stock option are subject to immediate vesting upon the occurrence of certain, fundamental corporate events (e.g., change in control or upon the occurrence of an initial public offering);

• generally, stock options under the 2010 Long-Term Incentive Plan provide for vesting in equal annual installments over three or four years from the date of grant; and

• stock options expire upon the earlier of ten years after the date of grant or 90 days after termination of service (other than termination of service due to death or disability, in which case the options may be exercised within one year thereafter, or a termination for cause, in which case the Company may immediately terminate unexercised stock options).

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards held by our named executive officers as of October 31, 2016.

	OPTION AWARDS										STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)		Market Value of Shares or Units of Stock that Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Timothy W. Sullivan(1)		7,750		7,750		—		402.23		8/15/2024		—		—		—		—
Dean Nolden(2)		—		2,250		—		648.96		1/10/2026		—		—		—		—
Marcus Berto(3)		2,500		2,500		—		402.23		10/19/2024		—		—		—		—
Thomas B. Phillips(3)		—		2,000		—		648.96		2/11/2026		—		—		—		—
Barbara H. Stephens(3)		—		700		—		648.96		2/11/2026		—		—		—		—
James McGinn		—		—		—		—		—		—		—		—		—

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(1) Options vest in four equal installments over four years from the grant date, which is ten years prior to the expiration date. See “Potential Payments Upon Termination or Change in Control” for a description of accelerated vesting upon certain events.

(2) Options vest in three equal installments over three years from the employee’s employment start date. The options expire ten years from the date of grant. See “Potential Payments Upon Termination or Change in Control” for a description of accelerated vesting upon certain events.

(3) Options vest in four equal installments over fours years from the employee’s employment start date. The options expire ten years from the date of grant. See “Potential Payments Upon Termination or Change in Control” for a description of accelerated vesting upon certain events.

Option Exercises

The following table sets forth information regarding stock options exercised by our named executive officers during fiscal year 2016.

	Option Awards
Name(a)	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)
James McGinn		500	$	186,957	(1)

(1) Represents the fair market value of our stock as of June 17, 2016, less the exercise price of the stock option award. This amount was paid by the Company to Mr. McGinn upon the Company’s exercise of its call right under the Shareholders Agreement in connection with Mr. McGinn’s separation from the Company.

Potential Payments Upon Termination or Change in Control

Severance Policy. The Severance Policy provides severance payments to participants upon an “involuntary separation from service,” which includes an elimination for lack of work, cost containment, a general reduction in force, or other reasons unrelated to job performance. An “involuntary separation from service” specifically excludes a termination of employment for cause or otherwise due to job performance or other job-related matters. In order to receive severance payments, a participant must have been employed by the Company for a minimum of twelve months. Receipt of severance payments is contingent on a participant’s execution and non-revocation of a release of claims. Pursuant to the Severance Policy, Messrs. Sullivan and Berto would be eligible to receive a severance payment equal to one year of his annual base salary. Given the date on which they commenced employment with the Company, Messrs. Nolden and Phillips and Ms. Stephens are not eligible to receive severance payments as of the date of this prospectus.

The following amounts reflect the severance payments our named executive officers would have been eligible to receive upon experiencing an “involuntary separation from service” on October 31, 2016:

• Timothy W. Sullivan—$800,000

• Marcus Berto—$515,000

Accelerated Vesting Upon Change in Control or IPO. Each of our named executive officers (other than Mr. McGinn) hold stock options that would partially vest in connection with fundamental corporate events, including a change in control or initial public offering. The following amounts represent the value associated with the partial acceleration of each named executive officer’s unvested stock options (based on an assumed $        value per share) if this offering or a change in control had occurred on October 31, 2016:

• Timothy W. Sullivan—$         

• Dean J. Nolden—$        

• Marcus Berto—$        

• Thomas B. Phillips—$        

• Barbara H. Stephens—$        

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Transition Agreement. Pursuant to the Transition and Consultancy Agreement with Mr. McGinn, which agreement will terminate in June 2017, he was entitled to receive the following:

• A stay bonus equal to $77,516.35 and guaranteed prorated bonus for fiscal year 2016 equal to $70,716.67, in each case subject to Mr. McGinn’s continued employment through June 17, 2016;

• Consulting payments equal to $212,150 paid in monthly installments through May 31, 2017, plus a consulting fee at a rate of $175 per hour for services requested beyond an agreed monthly limit; and

• Full reimbursement for COBRA payments that Mr. McGinn incurs in connection with continuation of his health benefits for the 12-month period following June 17, 2016 (or, if earlier, the date when Mr. McGinn and his dependents cease to be eligible for such coverage).

Director Compensation

Director Compensation Policy. In connection with this offering, we expect to approve a director compensation policy for our nonemployee directors.

Fiscal Year 2016 Director Compensation. The following table sets forth information concerning the compensation earned by our nonemployee directors during fiscal year 2016. Mr. Sullivan does not receive separate compensation for his service on the Board of Directors.

Name	Fees Earned or Paid in Cash ($)		All Other Compensation ($)		Total ($)
Paul Bamatter	$	—	$	—	$	—
Jean Marie “John” Canan		23,750		—		23,750
Dino Cusumano		—		—		—
Charles Dutil		21,875		—		21,875
Justin Fish		—		—		—
Gene Goodson(1)		50,000		15,000		65,000
Kim Marvin		—		—		—
Joel Rotroff		—		—		—
Donn Viola		61,250		—		61,250

(1) Mr. Goodson ceased to be a director in October 2016. Pursuant to a consulting agreement, he received $15,000 for separately providing consulting services during fiscal year 2016.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We describe below transactions and series of similar transactions, during our last three fiscal years or currently proposed, to which we were a party or will be a party, in which:

• the amounts involved exceeded or will exceed $120,000; and

• any of our directors, executive officers or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest.

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Executive and Director Compensation.”

Management Services Agreement

In connection with this offering, we will enter into an amended and restated management services agreement with AIP pursuant to which AIP provides management services to us. The management service agreement will become effective upon completion of this offering and replace the management services agreement that was in effect immediately prior to this offering. There is no management fee payable under the management services agreement, but AIP is reimbursed for expenses they incur in connection with providing management services to us. The management services agreement includes customary indemnification provisions in favor of AIP. The management services agreement will automatically terminate when AIP ceases to beneficially own, directly or indirectly, at least 15% of the then outstanding shares of our common stock.

During fiscal year 2015, 2014 and 2013, reimbursements of expenses to AIP under the management services agreement totaled $1.1 million, $2.1 million and $0.8 million, respectively.

Amended and Restated Shareholders Agreement

In connection with this offering, we will enter into an amended and restated shareholders agreement with AIP, entities affiliated with J.P. Morgan Securities LLC (the “JPM Holders”) and certain of our existing stockholders (the “Shareholders Agreement”). The Shareholders Agreement will become effective upon completion of this offering and replace the shareholders agreement that was in effect immediately prior to this offering. Pursuant to the Shareholders Agreement, AIP will have the following rights so long as it beneficially owns at least 15% of the then outstanding shares of our common stock:

• to nominate the greater of five members of the Board of Directors or a majority of directors;

• to designate the Chairman of our board of directors and one member to each of the audit committee, the compensation committee and the nominating and corporate governance committee;

• to approve the commencement of any proceeding for the voluntary dissolution, winding up or bankruptcy of the Company or any material subsidiary;

• to approve any non-pro rata reduction to the share capital of the Company or any material subsidiary, except as required by law;

• to approve amendments to the amended and restated certificate of incorporate and amended and restated bylaws that would change the name of the Company, its jurisdiction of incorporation, the location of its principal executive offices, the purpose or purposes for which the Company is incorporated or the approval requirements as provided in the Shareholders Agreement;

• to approve special dividends greater than $10 million;

• to approve any merger, amalgamation or consolidation of the Company or the spin-off of a business of the Company with assets in excess of 25% of the consolidated assets or revenues of the Company and its subsidiaries;

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• the sale, conveyance, transfer or other disposition of all or more than 25% of the consolidated assets or revenues of the Company and its subsidiaries; and

• any appointment to the Board of Directors contrary to the Shareholders Agreement or the amended and restated certificate of incorporation and amended and restated bylaws.

In addition, for so long as AIP beneficially owns at least 15% of the then outstanding shares of our common stock, AIP will be entitled to certain information rights, including the right to consult with and advise senior management, to receive quarterly and annual financial statements and to review our books and records. We will also be required to cooperate with AIP in connection with certain pledges of our shares or grants of security interests in respect thereof, including in connection with margin loans.

The Shareholders Agreement will automatically terminate when AIP ceases to beneficially own, directly or indirectly, at least 15% of the then outstanding shares of our common stock.

Registration Rights Agreement

In connection with this offering, we will enter into a registration rights agreement that will provide AIP and certain of our current shareholders with registration rights, as described under “Description of Capital Stock—Registration Rights.”

Other Transactions with our Executive Officers, Directors and 5% Stockholders

In December 2014, we engaged an information technology, software and consulting company to provide services to us including software development and installation. Mr. Sullivan, our CEO, has a material equity interest in that company. During fiscal year 2015, we incurred $0.3 million of net costs relating to such services. Through the nine months ended July 30, 2016, we had incurred an additional $1.0 million in net costs. Mr. Sullivan has not received any payments or other direct monetary gains from his equity interest in the company. Our Board of Directors has determined that the transactions with the related software and consulting company were on commercially reasonable terms that are no less favorable than we would be able to obtain on an arm’s length basis.

Indemnification Agreements

Our amended and restated certificate of incorporation and our amended and restated bylaws will provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law. In addition, prior to the completion of this offering, we expect to enter into customary indemnification agreements with each of our directors and executive officers. These agreements will require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permissible under Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

There is currently no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is being sought.

Related Person Transactions Policy

Upon the consummation of this offering, we will adopt a formal, written policy with respect to the review, approval, ratification and disclosure of related person transactions. The policy requires that a “related person” (as defined in Item 404 of the SEC’s Regulation S-K) or the business leader responsible for entering into the “related person transaction” (as defined in Item 404 of the SEC’s regulation S-K) on our behalf, must, prior to entering into the related party transaction, notify our General Counsel and the chairman of our audit committee of the

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facts and circumstances of the proposed transaction. Under the policy, our audit committee, and, in limited circumstances, the chairman of our audit committee, is responsible for reviewing the facts and circumstances and determining whether to approve the related person transaction. In particular, our policy requires our audit committee to consider, among other factors it deems appropriate:

• the related person’s relationship to us and interest in the transaction;

• the material facts of the proposed transaction, including the proposed aggregate value of the transaction;

• the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;

• the benefits to us of the proposed transaction;

• if applicable, the availability of other sources of comparable products or services; and

• an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.

The audit committee (or chairman) may only approve those transactions that it determines, in good faith, are in, or are not inconsistent with, our best interests and those of our stockholders.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information relating to the beneficial ownership of our common stock as of July 30, 2016, by:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;

• each of our other selling stockholders;

• each of our directors and named executive officers; and

• all directors and named executive officers as a group.

A person is a “beneficial owner” of a security if that person has or shares voting or investment power over the security or if that person has the right to acquire sole or shared voting or investment power over the security within 60 days. Unless otherwise noted, these persons, to our knowledge, have sole voting and investment power over the shares listed. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of July 30, 2016. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

The percentage of shares beneficially owned is computed on the basis of                  shares of our common stock outstanding as of July 30, 2016. Unless otherwise indicated below, the address for each beneficial owner listed is c/o REV Group, Inc., 111 E. Kilbourn Avenue, Suite 2600, Milwaukee, Wisconsin 53202. The following table assumes that the underwriters’ option to purchase additional shares is not exercised.

Name and address of beneficial owner:	Common Stock Beneficially Owned Before this Offering			Number of Shares Being Offered	Common Stock Beneficially Owned After this Offering		Percentage of Shares Owned Assuming Exercise of the Option to Purchase Additional Shares
	Shares	%			Shares	%
5% stockholders:
Funds associated with American Industrial Partners(1)
Selling stockholders:
Directors and executive officers:
Tim Sullivan(2)
Dean Nolden(3)			*
Barbara Stephens(4)			*
Marcus Berto(5)			*
Tom Phillips(6)			*
Paul Bamatter(7)
Jean Marie “John” Canan(8)
Dino Cusumano(9)			*
Charles Dutil(10)
Justin Fish(11)			*
Kim Marvin(12)			*
Joel Rotroff(13)			*
Donn Viola(14)			*
All executive officers and directors as a group (13 persons)

* Represents beneficial ownership of less than one percent of our outstanding shares of common stock.

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(1) Represents (i)             shares of common stock held by American Industrial Partners Capital Fund IV, LP. (“Fund IV”), (ii)             shares of common stock held by American Industrial Partners Capital Fund IV (Parallel), LP (“Parallel Fund”) and (iii)             shares of common stock held by AIP/CHC Holdings, LLC (“AIP Holdings” and, together with Fund IV and Parallel Fund, the “AIP Funds”). AIP CF IV, LLC (“AIP GP”) is the general partner of Fund IV and Parallel Fund. John Becker, Dino Cusumano and Kim Marvin are the senior managing members of AIP GP. They are also the managing members of AIP/CHC Investors, LLC, which is the managing member of AIP Holdings. Messrs. Cusumano and Kim Marvin serve as members of the Board of Directors of REV. See “Management.” As a result of the above, Messrs. Becker, Cusumano and Marvin may be deemed to share voting and dispositive power with respect to the shares held by the AIP Funds. Each of Messrs. Becker, Cusumano and Marvin disclaim beneficial ownership of the shares of common stock held by the AIP Funds except to the extent of any pecuniary interest therein. The AIP Funds may be deemed to be a “group” within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended.

(2) Includes (a)            shares of common stock and (b)            shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

(3) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

(4) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

(5) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

(6) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

(7) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016. The address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York.

(8) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

(9) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016. The address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York.

(10) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

(11) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016. The address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York.

(12) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016. The address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York.

(13) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016. The address of this person is c/o AIP, 330 Madison Avenue, 28th Floor, New York, New York.

(14) Includes (a)              shares of common stock and (b)              shares of common stock issuable upon the exercise of options exercisable within 60 days after July 30, 2016.

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DESCRIPTION OF INDEBTEDNESS

We summarize below the principal terms of the agreements that govern our material indebtedness. We refer you to the exhibits to the registration statement of which this prospectus forms a part for copies of the agreements governing the indebtedness described below.

ABL Facility

On October 21, 2013, the Company entered into a $150.0 million senior secured ABL revolving credit and guaranty agreement (the “ABL Facility”) with a syndicate of lenders. The ABL Facility consists of: (i) revolving loans, (ii) swing line loans and (iii) letters of credit, aggregating up to a combined maximum of $150.0 million. The total amount borrowed is subject to a $15.0 million sublimit for swing line loans and a $25.0 million sublimit for letters of credit, along with certain borrowing base and other customary restrictions as defined in the agreement. On April 22, 2016, the Company exercised its $50.0 million incremental commitment option under the ABL Facility in conjunction with the acquisition of KME. On August 19, 2016, the Company amended the ABL Facility to increase the commitment from $200.0 million to $300.0 million to provide flexibility and access to the suppressed borrowing base. All other terms and conditions of the ABL Facility remained unchanged.

Maturity. All outstanding principal on the ABL Facility is due and payable on the maturity date of October 21, 2018, unless as otherwise amended per the terms of the agreement.

Interest and Fees. All revolving loans under the ABL Facility bear interest at rates equal to, at the Company’s option, either a base rate plus an applicable margin, or a Eurodollar rate plus an applicable margin. All swing line loans under the ABL Facility bear interest at a rate equal to a base rate plus an applicable margin. Applicable margins were initially set at 0.75% for revolving loans and swing line loans, and 1.75% for Eurodollar loans, and are subject to subsequent adjustment as defined in the agreement. Interest is payable quarterly for all loans in which a base rate is applied, and is payable either monthly, quarterly or semiannually for all loans in which a Eurodollar rate is applied.

Guarantees and Security. The lenders hold a first priority security interest in substantially all accounts receivable and inventory of the Company, and a second priority security interest in all other assets of the Company. All obligations under the ABL Facility are effectively subordinate to other debt to the extent of the value of collateral other than accounts receivable and inventory.

Voluntary Repayments. Principal may be repaid at any time during the term of the ABL Facility without penalty. We intend to repay $        million aggregate principal amount of loans under ABL Facility, plus accrued and unpaid interest thereon, with a portion of the proceeds from this offering. See “Use of Proceeds.”

Covenants. The ABL Facility requires the Company to comply with certain financial covenants, including maintaining a consolidated fixed charge coverage ratio of at least 1:1. The ABL Facility contains a number of negative covenants that will, subject to certain exceptions, limit our ability and the ability of our restricted subsidiaries to, among other things:

• incur additional indebtedness and issue preferred stock;

• pay dividends or make other distributions or repurchase or redeem our capital stock;

• make certain loans and investments;

• transfer or sell assets;

• incur certain liens;

• enter into transactions with affiliates;

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• alter the businesses we conduct;

• enter into agreements restricting our subsidiaries’ ability to pay dividends;

• consolidate, merge or sell all or substantially all of our assets;

• enter into certain sale and leaseback transactions; and

• prepay certain other indebtedness and amend certain material documents.

Senior Secured Notes

On October 21, 2013 the Company issued $200.0 million aggregate principal amount of Senior Secured Notes due November 1, 2019 (the “Senior Secured Notes”) under an indenture dated as of October 21, 2013. The net proceeds from the Senior Secured Notes, together with net proceeds from the ABL Facility (defined below), were primarily used to finance the Thor Industries acquisition and to repay all outstanding debt existing at that time. The Senior Secured Notes were issued with original issue discount of $1.2 million.

Interest and Fees. Interest on the Senior Secured Notes accrues at the rate of 8.5% per annum, payable semi-annually in arrears on May 1 and November 1.

Guarantees and Security. The Senior Secured Notes are guaranteed by all our direct and indirect wholly owned domestic subsidiaries that guarantee debt under the ABL Facility described below. The Senior Secured Notes are secured by a first priority lien on substantially all of the guarantors’ assets other than accounts receivable and inventory, and related assets pledged in the ABL Facility. The Senior Secured Notes are also secured by a second priority lien on substantially all of the collateral under our ABL Facility. The Senior Secured Notes are effectively subordinated to debt incurred under our ABL Facility, or other permitted debt facilities and obligations, as defined, to the extent of the value of the assets securing our ABL Facility.

Optional Redemption. On or after November 1, 2016 we may redeem all or a part of the Senior Secured Notes, plus accrued and unpaid interest on the Senior Secured Notes redeemed, to the applicable redemption date. The redemption price is 104.250% of the principal amount of the Senior Secured Notes from November 1, 2016 to November 1, 2017, after which it decreases to 102.125% and 100.000% on November 1, 2017 and 2018, respectively.

We intend to redeem the Senior Secured Notes in full with a portion of the proceeds from this offering. See “Use of Proceeds.”

Covenants. The Senior Secured Notes contain a number of covenants that, among other things and subject to certain exceptions, restrict the Company’s ability to:

• incur additional indebtedness;

• make loans or advances to the Company or its subsidiaries;

• pay dividends;

• sell, lease or transfer properties or assets to the Company or its subsidiaries;

• create or assume liens;

• enter into transactions with affiliates;

• enter into sale or leaseback transactions; and

• dispose of collateral guaranteeing the Senior Secured Notes.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of our capital stock and certain terms of our certificate of incorporation and bylaws as they will be in effect upon the completion of this offering. This discussion summarizes some of the important rights of our stockholders but does not purport to be a complete description of these rights and may not contain all of the information regarding our capital stock that is important to you. These rights can only be determined in full, and the descriptions herein are qualified in their entirety, by reference to our proposed amended and restated certificate of incorporation and amended and restated bylaws, copies of which are filed with the SEC as exhibits to the registration statement of which this prospectus forms a part.

Reclassification of Class A and Class B Common Stock

Immediately before the completion of this offering, we will amend our certificate of incorporation to provide for the automatic reclassification of our Class A common stock and Class B common stock into a single class of common stock, which will be issued in this offering. In addition, immediately before the completion of this offering, we will further amend our certificate of incorporation and bylaws to include the provisions described below.

General

Upon the completion of this offering, our authorized capital stock will consist of              shares of capital stock, $0.001 par value per share, of which:

•              shares are designated as common stock; and

•              shares are designated as preferred stock.

As of July 30, 2016, there were              shares of our common stock outstanding held by             stockholders of record. No shares of our preferred stock are currently outstanding.

The following description summarizes the material terms of our securities. Because it is only a summary, it may not contain all the information that is important to you.

Common Stock

All issued and outstanding shares of our common stock will be duly authorized, validly issued, fully paid, and non-assessable. All authorized but unissued shares of our common stock will be available for issuance by our Board of Directors without any further stockholder action, except as required by the listing standards of the            .

Voting Rights. Each holder of our common stock will be entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock will not have cumulative voting rights in the election of directors. 

Dividend Rights. Each holder of our common stock will be entitled to ratably receive dividends if, as, and when declared from time to time by our Board of Directors at its own discretion out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, if any. Under Delaware law, we can only pay dividends either out of “surplus” or out of the current or the immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value.

Right to Receive Liquidation Distributions. Upon our dissolution, liquidation, or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

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Shareholders Agreement. In connection with this offering, we will enter into an amended and restated shareholders agreement with AIP (the “Shareholders Agreement”). Pursuant to the Shareholders Agreement, AIP will have certain rights so long as it beneficially owns at least 15% of the then outstanding shares of our common stock, as described in “Certain Relationships and Related Party Transactions—Amended and Restated Shareholders Agreement.”

Other Matters. The common stock will have no preemptive rights pursuant to the terms of our amended and restated certificate of incorporation and our amended and restated bylaws. There will be no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock will be fully paid and non-assessable, and the shares of our common stock offered in this offering, upon payment and delivery in accordance with the underwriting agreement, will be fully paid and non-assessable.

Preferred Stock

Pursuant to our amended and restated certificate of incorporation,              shares of preferred stock will be issuable from time to time, in one or more series, with the designations of the series, the voting rights of the shares of the series (if any), the powers, preferences, or relative, participation, optional, or other special rights (if any), and any qualifications, limitations or restrictions thereof as our Board of Directors from time to time may adopt by resolution (and without further stockholder approval), subject to certain limitations. Each series will consist of that number of shares as will be stated and expressed in the certificate of designations providing for the issuance of the stock of the series.

Options

As of July 30, 2016, we had outstanding options to purchase an aggregate of 46,982 shares of our common stock, with a weighted-average exercise price of approximately $454.53 per share, under our 2010 Long-Term Incentive Plan.

Registration Rights

In connection with this offering, we will enter into a registration rights agreement with AIP, Ally Commercial Finance, LLC, the JPM Holders and certain other existing stockholders (together, the “Stockholders”), each of which will be entitled to certain demand and piggyback registration rights. The Stockholders will hold an aggregate of              shares of our common stock, or approximately     % of the voting power of our common stock outstanding upon the completion of this offering (assuming no exercise of the underwriters’ option to purchase additional shares). The registration rights described below will expire on the date on which the securities subject to the registration rights agreement may be sold by the holder in a single transaction pursuant to Rule 144 promulgated under the Securities Act.

Demand Registration Rights. At any time beginning 180 days after the effective date of the registration statement of which this prospectus forms a part, each of the Stockholders may request that we register all or a portion of their shares, so long as such Stockholder beneficially owns at least 5% of the then outstanding shares of our common stock. Any such request must cover a quantity of shares with an anticipated aggregate offering price of at least $50.0 million. Depending on certain conditions, we may defer a demand registration for up to 90 days in any twelve-month period. The Stockholders will agree pursuant to contractual lock-ups not to exercise any of their rights under the registration rights agreement during the 180-day restricted period described under “Underwriting.”

Piggyback Registration Rights. In the event that we propose to register any of our securities under the Securities Act, either for our account or for the account of our other security holders, the Stockholders will be entitled to certain piggyback registration rights allowing each to include its shares in the registration, subject to certain marketing and other limitations. As a result, whenever we propose to file a registration statement under the Securities Act, the holders of these shares are entitled to notice of the registration.

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Form S-3 Registration Rights. Each of the Stockholders may make a request that we register their shares on Form S-3 if we are then qualified to file a registration statement on Form S-3 and the anticipated aggregate price to the public is equal to or would exceed $50 million.

Transfer Restrictions. The registration rights agreement will contain certain transfer restrictions applicable to the parties thereto. Without the consent of AIP, and subject to certain exceptions, no party to the registration rights agreement will be permitted to transfer their shares of our common stock except in a registered offering being conducted pursuant to, and in accordance with the terms of, the registration rights agreement.

Expenses; Indemnification. The registration rights agreement will provide that we must pay all registration expenses (other than the underwriting discounts and commissions) in connection with effecting any demand registration or shelf registration. The registration rights agreement will contain customary indemnification and contribution provisions.

Anti-Takeover Effects of Certain Provisions of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws

Certain provisions of Delaware law and certain provisions that will be included in our amended and restated certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an anti-takeover effect and may delay, deter, or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Preferred Stock

Our amended and restated certificate of incorporation contains provisions that permit our Board of Directors to issue, without any further vote or action by the stockholders, shares of preferred stock in one or more series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series, and the powers, preferences, or relative, participation, optional, and other special rights, if any, and any qualifications, limitations, or restrictions, of the shares of such series.

Classified Board

Our Board of Directors will be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms, other than directors which may be elected by holders of preferred stock, if any.

Removal of Directors

At any time after AIP beneficially owns less than 50% of our then outstanding common stock, our amended and restated certificate of incorporation provides that directors may be removed only for cause and only by the affirmative vote of holders of a majority of our then outstanding stock. Prior to such time, directors may be removed with or without cause.

Director Vacancies

At any time after AIP beneficially owns less than 50% of our then outstanding common stock, our amended and restated certificate of incorporation authorizes only our Board of Directors to fill vacant directorships.

No Cumulative Voting

Our amended and restated certificate of incorporation provides that stockholders do not have the right to cumulate votes in the election of directors.

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Special Meetings of Stockholders

At any time after AIP beneficially owns less than 50% of our then outstanding common stock, our amended and restated bylaws provide that special meetings of our stockholders may only be called by the Board of Directors. Prior to such time, a special meeting may also be called by stockholders holding a majority of the outstanding shares entitled to vote.

Advance Notice Procedures for Director Nominations

Our amended and restated bylaws establish advance notice procedures for stockholders seeking to nominate candidates for election as directors at an annual or special meeting of stockholders. Although our amended and restated bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates to be elected at an annual meeting, our amended and restated bylaws may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of our Company.

Action by Written Consent

At any time after AIP beneficially owns less than 50% of our then outstanding common stock, our amended and restated bylaws provide that any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting of shareholders and may not be effected by any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred stock. Prior to such time, such actions may be taken without a meeting by written consent.

Amending Our Certificate of Incorporation and Bylaws

At any time after AIP beneficially owns less than 50% of our then outstanding common stock, our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of at least two-thirds of our common stock. Prior to such time, our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of a majority of the voting power of our common stock.

Authorized But Unissued Shares

Our authorized but unissued shares of our common stock and preferred stock will be available for future issuances without stockholder approval, except as required by the listing standards of the NYSE, and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of our Company by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Jurisdiction

Our amended and restated bylaws provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or other employees to us or to our stockholders, any action asserting a claim arising pursuant to the DGCL, or any action asserting a claim governed by the internal affairs doctrine.

Business Combinations with Interested Stockholders

Subject to certain exceptions, Section 203 of the DGCL prohibits a public Delaware corporation from engaging in a business combination (as defined in such section) with an “interested stockholder” (defined

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generally as any person who beneficially owns 15% or more of the outstanding voting stock of such corporation or any person affiliated with such person) for a period of three years following the time that such stockholder became an interested stockholder, unless (i) prior to such time the Board of Directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock of such corporation outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (A) by persons who are directors and also officers of such corporation and (B) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer); or (iii) at or subsequent to such time the business combination is approved by the Board of Directors of such corporation and authorized at a meeting of stockholders (and not by written consent) by the affirmative vote of at least 66 ²/₃% of the outstanding voting stock of such corporation not owned by the interested stockholder.

A Delaware corporation may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’ amendment approved by at least a majority of the outstanding voting shares. We have expressly elected not to be governed by the “business combination” provisions of Section 203 of the DGCL, until after such time as AIP no longer beneficially owns at least 50% of our common stock. At that time, such election shall be automatically withdrawn and we will thereafter be governed by the “business combination” provisions of Section 203 of the DGCL.

Transfer Agent and Registrar

Upon the completion of the offering, the transfer agent and registrar for our common stock will be            . The transfer agent and registrar’s address is            .

Listing

Our common stock is not currently on any securities exchange. We intend to apply to list our common stock on the            under the symbol “REVG.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to completion of this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect market prices prevailing from time to time. As described below, only a limited number of shares of our common stock will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price at such time and our ability to raise equity capital in the future.

Following the completion of this offering, based on the number of shares of our common stock outstanding as of July 30, 2016, a total of              shares of our common stock (assuming the underwriters exercise in full their option to purchase additional shares). Of these shares, all              shares of our common stock sold in this offering will be eligible for sale in the public market without restriction under the Securities Act, except that any shares of our common stock purchased in this offering by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the conditions of Rule 144 described below.

Our other shares of common stock outstanding after this offering, and shares subject to stock options, will be deemed “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities will be eligible for sale in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

Lock-up Agreements

We and each of our directors and executive officers and substantially all of our other stockholders and optionholders have agreed, subject to certain exceptions, that, without the prior written consent of              and             , on behalf of the underwriters, we and they will not, subject to limited exceptions, directly or indirectly sell or dispose of any shares of common stock or any securities convertible into or exchangeable or exercisable for shares of common stock for a period of 180 days after the date of this prospectus, unless extended pursuant to its terms. The lock-up restrictions and specified exceptions are described in more detail under “Underwriting.”

Rule 144

Rule 144, as currently in effect, generally provides that, once we have been subject to the public company reporting requirements of Section 13 or Section 15(d) of the Exchange Act for at least 90 days, a stockholder who is not deemed to have been one of our affiliates at any time during the preceding 90 days and who has beneficially owned the shares of common stock proposed to be sold for at least six months is entitled to sell such shares in reliance upon Rule 144 without complying with the volume limitation, manner of sale or notice conditions of Rule 144. If such stockholder has beneficially owned the shares of common stock proposed to be sold for at least one year, then such person is entitled to sell such shares in reliance upon Rule 144 without complying with any of the conditions of Rule 144.

Rule 144 also provides that a stockholder who is deemed to have been one of our affiliates at any time during the preceding 90 days and who has beneficially owned the shares of common stock proposed to be sold for at least six months is entitled to sell within any three-month period beginning 90 days after the date of this prospectus a number of shares of common stock that does not exceed the greater of the following:

• 1% of the number of shares of common stock then outstanding; or

• The average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale

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Sales of our common stock made in reliance upon Rule 144 by a stockholder who is deemed to have been one of our affiliates at any time during the preceding 90 days are also subject to the current public information, manner of sale and notice conditions of Rule 144.

Rule 701

In general, under Rule 701 under the Securities Act, beginning 90 days after we become subject to the public company reporting requirements of the Exchange Act, a stockholder who acquired shares of common stock from us in connection with a written compensatory benefit plan or agreement in compliance with Rule 701 and who is not deemed to be one of our affiliates at any time during the preceding 90 days may sell such shares in reliance on Rule 144 without complying with the current public information or minimum holding period conditions of Rule 144. Rule 701 also provides that, beginning 90 days after we become subject to the public company reporting requirements of the Exchange Act, a stockholder who acquired shares of common stock from us in connection with a written compensatory benefit plan or agreement in compliance with Rule 701 and who is deemed to be one of our affiliates at any time during the preceding 90 days may sell such shares in reliance on Rule 144 without complying with the holding period condition of Rule 144.

Long-Term Incentive Plan

Following this offering, we intend to file with the SEC a registration statement on Form S-8 under the Securities Act covering the shares of common stock that are subject to outstanding options and other awards issuable pursuant to our 2010 Long-Term Incentive Plan. Shares covered by this registration statement will be available for sale in the open market following its effective date, subject to certain Rule 144 limitations applicable to affiliates and the terms of lock-up agreements applicable to those shares.

Registration Rights

Subject to the lock-up agreements described above, certain holders of our common stock may demand that we register the sale of their shares under the Securities Act or, if we file another registration statement under the Securities Act other than a Form S-8 covering securities issuable under our equity plans or on Form S-4, may elect to include their shares of common stock in such registration. Following such registered sales, the shares will be freely tradable without restriction under the Securities Act, unless held by our affiliates. See “Description of Capital Stock—Registration Rights.”

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U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a discussion of the material U.S. federal income and estate tax consequences of the ownership and disposition of our common stock by a “non-U.S. holder.” A “non-U.S. holder” is a beneficial owner of a share of our common stock that is, for U.S. federal income tax purposes:

• a non-resident alien individual, other than a former citizen or resident of the United States subject to U.S. tax as an expatriate;

• a foreign corporation; or

• a foreign estate or trust.

If a partnership or other pass-through entity (including an entity or arrangement treated as a partnership or other type of pass-through entity for U.S. federal income tax purposes) owns our common stock, the tax treatment of a partner or beneficial owner of the entity may depend upon the status of the owner, the activities of the entity and certain determinations made at the partner or beneficial owner level. Partners and beneficial owners in partnerships or other pass-through entities that own our common stock should consult their own tax advisors as to the particular U.S. federal income and estate tax consequences applicable to them.

This discussion is based on the Internal Revenue Code of 1986, as amended, or the “Code,” and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations, changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein (possibly with retroactive effect). This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to non-U.S. holders in light of their particular circumstances and does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. Prospective holders are urged to consult their tax advisors with respect to the particular tax consequences to them of owning and disposing of our common stock, including the consequences under the laws of any state, local or foreign jurisdiction.

Dividends

Distributions of cash or other property on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid out of our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), and generally will be subject to U.S. federal withholding tax at a 30% rate, or a reduced rate specified by an applicable income tax treaty. In order to obtain a reduced rate of withholding under an applicable income tax treaty, a non-U.S. holder generally will be required to provide an Internal Revenue Service (“IRS”) Form W-8BEN or IRS Form W-8BEN-E, as applicable, certifying its entitlement to benefits under the treaty. To the extent such distributions exceed our current and accumulated earnings and profits, they will constitute a return of capital, which will first reduce your basis in our common stock, but not below zero, and then will be treated as gain from the sale of our common stock, as described below under “—Gain on Disposition of Our Common Stock.”

No amounts in respect of U.S. federal withholding tax will be withheld from dividends paid to a non-U.S. holder if the non-U.S. holder provides an IRS Form W-8ECI certifying that the dividends are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A non-U.S. holder that is a corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate) on its effectively connected earnings and profits (subject to certain adjustments).

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Gain on Disposition of Our Common Stock

Subject to the discussions below under “—Information Reporting and Backup Withholding” and “—FATCA,” a non-U.S. holder generally will not be subject to U.S. federal income and withholding tax on gain realized on a sale or other disposition of our common stock unless:

• the gain is effectively connected with a trade or business of the non-U.S. holder in the United States, subject to an applicable income tax treaty providing otherwise, in which case the gain will be subject to U.S. federal income tax generally in the same manner as effectively connected dividend income, as described above;

• the non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met, in which case the gain (net of certain U.S.-source losses) generally will be subject to U.S. federal income tax at a rate of 30% (or a lower treaty rate); or

• we are or have been a United States real property holding corporation (as described below), at any time within the five-year period preceding the disposition or the non-U.S. holder’s holding period, whichever period is shorter, and either (i) our common stock is not regularly traded on an established securities market prior to the beginning of the calendar year in which the sale or disposition occurs or (ii) the non-U.S. holder has owned or is deemed to have owned, at any time within the five-year period preceding the disposition or the non-U.S. holder’s holding period, whichever period is shorter, more than 5% of our common stock.

We will be a United States real property holding corporation at any time that the fair market value of our “United States real property interests,” as defined in the Code and applicable Treasury regulations, equals or exceeds 50% of the aggregate fair market value of our worldwide real property interests and our other assets used or held for use in a trade or business. We believe that we are not, and do not anticipate becoming in the foreseeable future, a United States real property holding corporation.

Information Reporting Requirements and Backup Withholding

Information returns will be filed with the IRS in connection with payments of dividends. Information returns may also be filed with the IRS in connection with the payment of proceeds from a sale or other disposition of our common stock, unless a non-U.S. holder complies with certification procedures to establish that it is not a United States person. Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established. A non-U.S. holder may be subject to backup withholding on payments on our common stock or on the proceeds from a sale or other disposition of our common stock unless it complies with certifications procedures to establish that it is not a United States person or otherwise establishes an exemption. These certification procedures will be satisfied by the certification procedures required to claim a reduced rate of withholding under a treaty. The amount of any backup withholding from a payment to a non-U.S. holder will be allowed as a credit against the non-U.S. holder’s U.S. federal income tax liability and may entitle the non-U.S. holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

FATCA Withholding Taxes

Provisions of the Code commonly referred to as “FATCA” require withholding of 30% on payments of dividends on our common stock, as well as of gross proceeds of dispositions occurring after December 31, 2018 of our common stock, to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. If FATCA withholding is imposed, a

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beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). A non-U.S. holder should consult its tax advisor regarding the effects of FATCA on its investment in our common stock.

Federal Estate Tax

Individual non-U.S. holders (as specifically defined for U.S. federal estate tax purposes) and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that the common stock will be treated as U.S.-situs property subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

THE PRECEDING DISCUSSION OF UNITED STATES FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. THIS DISCUSSION IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITING

Goldman, Sachs & Co., Morgan Stanley & Co. LLC and Robert W. Baird & Co. Incorporated are acting as joint book-running managers of the offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

Underwriter	Number of Shares
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC
Robert W. Baird & Co. Incorporated
BMO Capital Markets Corp.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Jefferies & Company, Inc.
Wells Fargo Securities, LLC
Stifel, Nicolaus & Company, Incorporated
Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the option to purchase additional shares described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $         per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to             additional shares at the public offering price less the underwriting discount. To the extent that the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, the selling stockholders, our officers and directors, certain of our employees and our other stockholders have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of              and             , dispose of or hedge any shares or any securities convertible into or exchangeable for our common stock.              and             in their sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, will be with notice.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the

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industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our Company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We intend to apply to list our common stock on the            under the symbol “REVG.”

The following table shows the underwriting discount that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.

	Paid by the Company
	No Exercise	Full Exercise
Per share	$	$
Total	$	$

We estimate that our portion of the total expenses of this offering, other than the underwriting discounts referred to above, will be $         . We have also agreed to reimburse the underwriters for certain expenses, including up to an aggregate of $        in connection with the clearance of this offering with the Financial Industry Regulatory Authority, as set forth in the underwriting agreement. The underwriters have agreed to reimburse us for certain expenses incurred by us in connection with this offering upon closing of this offering.

Until the distribution of the shares is completed, SEC rules may limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Similar to other purchase transactions, the underwriters’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. The underwriters may conduct these transactions on the             , in the over-the-counter market or otherwise.

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Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Conflicts of Interest

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have in the past performed commercial banking, investment banking and advisory services for us from time to time for which they have received customary fees and reimbursement of expenses and may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Canada

The shares of our common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of our common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

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European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or

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the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

146

LEGAL MATTERS

The validity of the issuance of our common stock offered in this prospectus will be passed upon for us by Davis Polk & Wardwell LLP. The underwriters are being represented by Latham & Watkins LLP.

EXPERTS

The consolidated financial statements as of October 31, 2015 and 2014 and for each of the fiscal years ended October 31, 2015, 2014 and 2013, respectively, included in this prospectus have been so included in reliance on the reports of RSM US LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the common stock offered hereby, please refer to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address is www.sec.gov.

Upon completion of this offering, we will become subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 and, in accordance therewith, we will file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and website of the SEC referred to above.

147

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Audited Financial Statements:
Consolidated Balance Sheets as of October 31, 2015 and 2014		F-3
Consolidated Statements of Operations for the years ended October 31, 2015, 2014 and 2013		F-4
Consolidated Statements of Comprehensive Income for the years ended October 31, 2015, 2014 and 2013		F-5
Consolidated Statements of Cash Flows for the years ended October 31, 2015, 2014 and 2013		F-6
Consolidated Statements of Shareholders’ Equity and Contingently Redeemable Common Stock for the years ended October 31, 2015, 2014 and 2013		F-7
Notes to Consolidated Financial Statements		F-8
Schedule II – Valuation and Qualifying Accounts		F-40
Condensed Unaudited Consolidated Financial Statements:
Condensed Unaudited Consolidated Balance Sheets as of July 30, 2016 and October 31, 2015		F-41
Condensed Unaudited Consolidated Statements of Operations for the nine months ended July 30, 2016 and August 1, 2015		F-42
Condensed Unaudited Consolidated Statements of Comprehensive Income for the nine months ended July 30, 2016 and August 1, 2015		F-43
Condensed Unaudited Consolidated Statements of Cash Flows for the nine months ended July 30, 2016 and August 1, 2015		F-44
Condensed Unaudited Consolidated Statement of Shareholders’ Equity and Contingently Redeemable Common Stock for the nine months ended July 30, 2016		F-46
Notes to Condensed Unaudited Consolidated Financial Statements		F-47

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

REV Group, Inc. and Subsidiaries

Milwaukee, Wisconsin

We have audited the accompanying consolidated balance sheets of REV Group, Inc. and Subsidiaries as of October 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and shareholders’ equity and contingently redeemable common stock for each of the three years in the period ended October 31, 2015. Our audits also included the financial statement schedule of REV Group, Inc. and Subsidiaries listed in the Index to Consolidated Financial Statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of REV Group, Inc. and Subsidiaries as of October 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ RSM US LLP

New York, New York

January 27, 2016, except for Notes 21 and 22, as to which the date is October 24, 2016

F-2

REV Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)

October 31, 2015 and 2014

	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	4,968		$	12,519
Receivables, net		113,059			120,577
Inventories, net		246,962			244,167
Deferred income taxes		23,599			20,888
Other current assets		13,924			10,371
Total current assets		402,512			408,522
Property, plant and equipment, net		89,145			84,241
Goodwill		82,825			82,825
Intangibles assets, net		118,903			127,114
Other long-term assets		2,436			2,985
Total assets	$	695,821		$	705,687
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of notes payable, bank and other long-term debt	$	236		$	294
Accounts payable		69,950			85,781
Customer advances		36,489			31,271
Accrued warranty		18,153			25,802
Other current liabilities		55,073			56,694
Total current liabilities		179,901			199,842
Notes payable, bank and other long-term debt, less current maturities		212,394			224,419
Deferred income taxes		45,604			48,220
Other long-term liabilities		18,008			14,689
Total liabilities		455,907			487,170
Contingently redeemable common stock (25,803 and 38,332 shares outstanding, respectively)		15,350			15,418
Commitments and contingencies
Shareholders’ Equity:
Preferred stock ($.001 par value, 5,000 shares authorized, none issued or outstanding)		—			—
Common stock—Class A ($.001 par value, 575,000 shares authorized; 106,965 and 94,436 shares issued (excluding contingently redeemable common stock), 97,337 and 87,418 shares outstanding, respectively)		—			—
Common stock—Class B ($.001 par value, 540,000 shares authorized; 533,554 shares issued and outstanding)		—			—
Additional paid-in capital		204,624			197,468
Retained earnings		24,607			8,342
Accumulated other comprehensive income (loss)		(26	)		94
Subscription receivable		—			(48	)
Common stock in treasury, at cost (9,628 and 7,018 shares, respectively)		(4,641	)		(2,757	)
Total shareholders’ equity		224,564			203,099
Total liabilities and shareholders’ equity	$	695,821		$	705,687

See Notes to Consolidated Financial Statements.

F-3

REV Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

Fiscal Years Ended October 31, 2015, 2014 and 2013

	2015		2014		2013
Net sales	$	1,735,081	$	1,721,116	$	1,173,051
Cost of sales		1,553,127		1,557,877		1,055,743
Gross profit		181,954		163,239		117,308
Operating expenses:
Selling, general and administrative		102,309		111,820		88,618
Research and development costs		5,106		8,275		1,863
Restructuring		3,869		3,376		11,178
Amortization of intangible assets		8,586		8,790		6,159
Total operating expenses		119,870		132,261		107,818
Operating income		62,084		30,978		9,490
Interest expense		27,272		26,195		23,222
Gain on bargain purchase		—		—		(36,495	)
Loss on early extinguishment of debt		—		—		9,220
Income before provision (benefit) for income taxes		34,812		4,783		13,543
Provision (benefit) for income taxes		11,935		3,295		(11,483	)
Net income	$	22,877	$	1,488	$	25,026
Earnings per common share:
Basic	$	34.69	$	2.26	$	42.19
Diluted	$	34.65	$	2.25	$	42.19

See Notes to Consolidated Financial Statements.

F-4

REV Group, Inc. and Subsidiaries

(Dollars in thousands)

Consolidated Statements of Comprehensive Income

Fiscal Years Ended October 31, 2015, 2014 and 2013

	2015			2014		2013
Net income	$	22,877		$	1,488	$	25,026
Other comprehensive income (loss), net of tax		(120	)		80		91
Comprehensive income	$	22,757		$	1,568	$	25,117

See Notes to Consolidated Financial Statements.

F-5

REV Group, Inc. and Subsidiaries

(Dollars in thousands)

Consolidated Statements of Cash Flows

Fiscal Years Ended October 31, 2015, 2014 and 2013

	2015			2014			2013
Cash flows from operating activities:
Net income	$	22,877		$	1,488		$	25,026
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		19,084			18,901			14,377
Amortization of debt issuance costs		2,330			2,540			2,858
Amortization of senior note discount		217			235			71
Non cash PIK note interest		—			—			5,087
Stock-based compensation expense		3,237			859			265
Deferred income taxes		(5,325	)		(325	)		(9,626	)
Gain on bargain purchase		—			—			(36,495	)
Loss on early extinguishment of debt		—			—			6,889
Loss (gain) on disposal of property, plant and equipment		28			(1,819	)		1,499
Changes in operating assets and liabilities:
Receivables, net		7,518			(38,190	)		33,554
Inventories, net		(2,795	)		18,754			24,762
Other current assets		(3,553	)		4,742			(8,409	)
Accounts payable		(15,831	)		284			(17,445	)
Accrued warranty		(5,863	)		(691	)		2,323
Customer advances		5,218			(366	)		7,106
Other liabilities		(1,395	)		(1,167	)		17,237
Long-term assets		(108	)		684			—
Net cash provided by operating activities		25,639			5,929			69,079
Cash flows from investing activities:
Purchase of property, plant and equipment		(15,430	)		(12,067	)		(9,110	)
Proceeds from sale of property, plant and equipment		—			4,290			836
Acquisition of businesses, net of cash acquired		—			(5,043	)		(124,899	)
Other		(187	)		—			78
Net cash used in investing activities		(15,617	)		(12,820	)		(133,095	)
Cash flows from financing activities:
Net proceeds from borrowing of long-term debt		—			—			236,706
Net proceeds from borrowings under revolving credit facility, new		(13,705	)		1,929			30,000
Net proceeds from borrowings under revolving credit facility, old		—			—			(60,636	)
Payment of debt issuance costs		—			—			(12,754	)
Dividends paid on subsidiary preferred shares upon cancellation		(186	)		—			—
Repayment of long-term debt and capital leases		(269	)		(353	)		(148,525	)
Change in other payables		—			—			(11,192	)
Net proceeds from the issuance of common stock		2,000			2,855			43,751
Redemption of common stock		(5,461	)		(3,125	)		(440	)
Payments received on stock subscription receivable		48			79			30
Net cash (used in) provided by financing activities		(17,573	)		1,385			76,940
Net increase (decrease) in cash and cash equivalents		(7,551	)		(5,506	)		12,924
Cash and cash equivalents, beginning of year		12,519			18,025			5,101
Cash and cash equivalents, end of year	$	4,968		$	12,519		$	18,025
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	24,638		$	15,636		$	22,422
Income taxes, net of refunds	$	18,390		$	(906	)	$	430
Supplemental schedule of noncash investing and financing activities:
Net purchase price adjustment for acquisition due seller	$	—		$	—		$	5,043
Preferred subsidiary shares issued as payment for acquisition	$	—		$	—		$	1,515
Property, plant and equipment transferred as payment for acquisition	$	—		$	—		$	5,819

See Notes to Consolidated Financial Statements.

F-6

REV Group, Inc. and Subsidiaries

(dollars in thousands)

Consolidated Statements of Shareholders’ Equity and Contingently Redeemable Common Stock

Fiscal Years Ended October 31, 2015, 2014 and 2013

	Common Stock - Class A					Common Stock - Class B																						Contingently Redeemable Common Stock
	Amount		Number of Shares Outstanding			Amount		Number of Shares Outstanding		Additional Paid-in Capital			(Accumulated Deficit) Retained Earnings			Accumulated Other Comprehensive income (loss)			Common Share Subscription Receivable			Common Stock in Treasury			Total Equity			Number of Shares Outstanding			Amount
Balance, October 31, 2012	$	—		68,436		$	—		415,478	$	150,160		$	(12,398	)	$	(77	)	$	(157	)	$	(285	)	$	137,243			41,078		$	10,531
Net income		—		—			—		—		—			25,026			—			—			—			25,026			—			—
Other comprehensive income		—		—			—		—		—			—			91			—			—			91			—			—
Stock-based compensation expense		—		—			—		—		265			—			—			—			—			265			—			—
Issuance of common shares		—		16,775			—		118,076		43,039			—			—			—			—			43,039			—			—
Redemption of common shares		—		(1,771	)		—		—		—			—			—			—			(440	)		(440	)		—			—
Payments received on share subscription receivable		—		—			—		—		—			—			—			30			—			30			—			—
Change in value of contingently redeemable common stock		—		—			—		—		—			(3,750	)		—			—			—			(3,750	)		—			3,750
Reclassification of contingently redeemable common stock		—		3,497			—		—		1,099			—			—			—			—			1,099			(3,497	)		(1,099	)
Issuance of contingently redeemable common stock		—		—			—		—		—			—			—			—			—			—			2,230			712
Balance, October 31, 2013	$	—		86,937		$	—		533,554	$	194,563		$	8,878		$	14		$	(127	)	$	(725	)	$	202,603			39,811		$	13,894
Net income		—		—			—		—		—			1,488			—			—			—			1,488			—			—
Other comprehensive income		—		—			—		—		—			—			80			—			—			80			—			—
Stock-based compensation expense		—		—			—		—		643			—			—			—			—			643			—			—
Redemption of common shares		—		(8,213	)		—		—		—			—			—			—			(3,125	)		(3,125	)		—			—
Payments received on share subscription receivable		—		—			—		—		—			—			—			79			—			79			—			—
Change in value of contingently redeemable common stock		—		—			—		—		—			(2,024	)		—			—			—			(2,024	)		—			2,024
Reclassification of contingently redeemable common stock		—		8,694			—		—		3,355			—			—			—			—			3,355			(8,694	)		(3,355	)
Issuance of contingently redeemable common stock		—		—			—		—		(1,093	)		—			—			—			1,093			—			7,215			2,855
Balance, October 31, 2014	$	—		87,418		$	—		533,554	$	197,468		$	8,342		$	94		$	(48	)	$	(2,757	)	$	203,099			38,332		$	15,418
Net income		—		—			—		—		—			22,877			—			—			—			22,877			—			—
Other comprehensive (loss)		—		—			—		—		—			—			(120	)		—			—			(120	)		—			—
Stock-based compensation expense		—		—			—		—		828			—			—			—			—			828			—			—
Redemption of common shares		—		(7,489	)		—		—		(269	)		—			—			—			(3,781	)		(4,050	)		—			—
Dividends paid on subsidiary preferred shares upon cancellation		—		—			—		—		—			(186	)		—			—			—			(186	)		—			—
Payments received on share subscription receivable		—		—			—		—		—			—			—			48			—			48			—			—
Change in value of contingently redeemable common stock		—		—			—		—		—			(6,426	)		—			—			—			(6,426	)		—			6,426
Reclassification of contingently redeemable common stock		—		17,408			—		—		8,494			—			—			—			—			8,494			(17,408	)		(8,494	)
Issuance of contingently redeemable common stock		—		—			—		—		(1,897	)		—			—			—			1,897			—			4,879			2,000
Balance, October 31, 2015	$	—		97,337		$	—		533,554	$	204,624		$	24,607		$	(26	)	$	—		$	(4,641	)	$	224,564			25,803		$	15,350

See Notes to Consolidated Financial Statements.

F-7

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Note 1. Nature of Operations and Basis of Presentation

REV Group, Inc. (formerly Allied Specialty Vehicles, Inc.) is one of North America’s leading manufacturers of specialty vehicles serving three market segments: Fire & Emergency, Commercial, and Recreation. The Company’s Fire & Emergency business is conducted through its wholly owned subsidiaries Halcore Group, Inc., Wheeled Coach Industries, Inc. and E-ONE, Inc. The Company’s Commercial business is conducted through its wholly owned subsidiaries Collins Bus Corporation, Capacity of Texas Inc., Mobile Products, Inc., Champion Bus, Inc., General Coach America, Inc., Goshen Coach, Inc., Eldorado National (California), Inc. and Eldorado National Kansas, Inc. The Company’s Recreation vehicle business is conducted through its wholly owned subsidiaries REV Recreation Group, Inc. and Goldshield Fiberglass, Inc. Effective November 1, 2015, Allied Specialty Vehicles, Inc. changed its name to REV Group, Inc. (collectively, the “Company” or “REV”).

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation: The consolidated financial statements include the accounts of REV and all of its subsidiaries and are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year: All references to “fiscal year 2015” relate to the year ended October 31, 2015. All references to “fiscal year 2014” relate to the year ended October 31, 2014. All references to “fiscal year 2013” relate to the year ended on October 31, 2013. Each of our fiscal years is divided into four 13-week fiscal quarters. Each fiscal quarter is grouped into two 4-week monthly reporting periods and one 5-week monthly reporting period, although quarters may occasionally consist of “4-5-5” or “4-4-6” monthly periods, depending on the calendar and the additional week in a 53-week fiscal year.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management reviews its estimates on an ongoing basis, including those related to allowances for doubtful accounts, valuation of inventories, self-insurance reserves, purchase accounting estimates, useful lives for depreciation and amortization of property and equipment, warranty accrual, valuation allowances for deferred income tax assets, valuation of contingently redeemable common stock and litigation based on currently available information.

Business Combinations: The purchase price of an acquired company is allocated between assets acquired and liabilities assumed from the acquired business based on their estimated fair values. Any excess of consideration transferred is recorded as goodwill. To the extent the estimated fair value of the net assets acquired exceeds the purchase price, a gain on bargain purchase is recorded in current operations. The results of operations of the acquired businesses are included in the Company’s operating results from the dates of acquisition.

Assets acquired and liabilities assumed will generally include tangible and intangible assets, and contingent assets and liabilities. When available, the estimated fair values of these assets and liabilities are determined based on observable inputs such as quoted market prices, information from comparable transactions, and the replacement cost of assets in the same condition or stage of usefulness (Level 1 and 2). If observable inputs are not available, unobservable inputs are used such as expected future cash flows or internally developed estimates of value (Level 3).

Cash and Cash Equivalents: The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents consisted principally of bank deposits and overnight sweep accounts. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution.

F-8

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Deposits held with financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand, and are maintained with major financial institutions within the United States. Credit ratings of these financial institutions are monitored by management to mitigate risk of loss. At October 31, 2015, the Company had $25,662 of uninsured cash balances in excess of Federal Depository Insurance Company limits.

Accounts Receivable: Accounts Receivable consist of amounts billed and due from customers. The Company extends credit to customers in the normal course of business and maintains an allowance for doubtful accounts resulting from the inability or unwillingness of customers to make required payments. Management determines the allowance for doubtful accounts by evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. In doing this, the Company evaluates the age of accounts receivable, past collection history, current financial conditions of key customers and economic conditions.

The Company establishes a reserve for specific accounts receivable that are believed to be uncollectible, as well as an estimate of uncollectible receivables not specifically known. Historical trends and the Company’s current knowledge of potential collection problems provide the Company with sufficient information to establish a reasonable estimate for an allowance for doubtful accounts. Accounts Receivable in the Company’s consolidated balance sheets at October 31, 2015 and 2014 are stated net of an allowance for doubtful accounts of $768 and $795, respectively. Receivables are written off when management determines collection is highly unlikely and collection efforts have ceased.

	Fiscal Year Ended October 31,
	2015			2014			2013
Beginning balance	$	795		$	564		$	679
Net recorded expense (income)		620			850			276
Write-offs, net of recoveries/payments		(647	)		(619	)		(391	)
Ending balance	$	768		$	795		$	564

Concentrations of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. Concentration of credit risk with respect to accounts receivable is limited due to the large number of customers and their dispersion within North America. However, a majority amount of receivables are with dealers and municipalities in the United States. The Company continuously monitors credit risk associated with its receivables. The Company’s top five customers combined accounted for approximately 14%, 15% and 13% of its net sales for fiscal years 2015, 2014 and 2013, respectively.

Inventories: Inventories are stated at the lower of aggregate cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. If inventory costs exceed expected market value due to obsolescence or quantities on hand are in excess of expected demand, the Company records reserves for the difference between the cost and the expected market value. These reserves are recorded based on various factors, including recent sales history and sales forecasts, industry market conditions and general economic conditions.

F-9

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Property, Plant and Equipment: Property, plant and equipment are recorded at cost, except when acquired in a business combination when they are recorded at fair value. Depreciation is recognized over the estimated useful lives of the respective assets using the straight-line method. The estimated useful lives are as follows:

	Years
Buildings, related improvements and land improvements		5-39
Machinery and equipment		3-15
Office, furniture and other		3-15

Expenditures that extend the useful life of existing property, plant and equipment are capitalized and depreciated over the remaining life of the related asset. Expenditures for repairs and maintenance are expensed as incurred. When property, plant and equipment are retired or sold, the cost and related accumulated depreciation is removed from the Company’s accounts, with any gain or loss reflected in operations. Accumulated depreciation on capitalized lease assets is included in property, plant and equipment.

Goodwill and Indefinite-Lived Intangibles: We account for business combinations by estimating the fair value of consideration paid for acquired businesses, including contingent consideration, and assigning that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill or gain on bargain purchase. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate future cash flows and discount rates. Such analyses involve significant judgments and estimations on our part.

Goodwill and indefinite-lived intangible assets, consisting of trade names, are not amortized, however, we review goodwill and indefinite-lived intangible assets for impairment at least annually or more often if an event occurs or circumstances change which indicates that its carrying amount may not exceed its fair value. The annual impairment review is performed as of the first day of the fourth quarter of each fiscal year based upon information and estimates available at that time. To perform the impairment testing, we first assess qualitative factors to determine whether it is more likely than not that the fair values of the Company’s reporting units or indefinite-lived intangible assets are less than their carrying amounts as a basis for determining whether or not to perform the quantitative impairment test. We then estimate the fair value of each reporting unit and each indefinite-lived intangible asset not meeting the qualitative criteria and compares their fair values to their carrying values.

The fair value of each reporting unit of the Company is determined by using both the income approach and involves the use of significant estimates and assumptions. The income approach involves discounting management’s projections of future cash flows and a terminal value discounted at a discount rate which approximates the Company’s weighted-average cost of capital (“WACC”). Key assumptions used in the income approach include future sales growth, gross margin and operating expenses trends, depreciation expense, taxes, capital expenditures and changes in working capital. Projected future cash flows are based on management’s knowledge of the current operating environment and expectations for the future. The WACC incorporates equity and debt return rates observed in the market for a group of comparable public companies in our industry, and is determined using an average debt to equity ratio of selected comparable public companies, and is also adjusted for risk premiums and the Company’s capital structure. The terminal value is based upon the projected cash flow for the final projected year, and is calculated using estimates of growth of the net cash flows based on our estimate of stable growth for each financial reporting unit. The inputs and assumptions used in the determination of fair value are considered Level 3 inputs within the fair value hierarchy.

F-10

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

If the fair value of any reporting unit is less than its carrying value, the fair value of the implied goodwill is calculated as the difference between the fair value of the reporting unit and the fair value of the underlying assets and liabilities, excluding goodwill. An impairment charge is recorded for any excess of the carrying value of goodwill over the implied fair value for each reporting unit.

When determining the fair value of indefinite-lived trade names, the Company uses the relief from royalty method which requires the determination of fair value based on if the Company was licensing the right to the trade name in exchange for a royalty fee. The Company utilizes the income approach to determine future revenues to which to apply a royalty rate. The royalty rate is based on market approach concepts. In considering the value of trade names, the Company looks to relative age, consistent use, quality, expansion possibilities, relative profitability and relative market potential.

Long-Lived Assets Including Definite-Lived Intangibles: Property, plant and equipment and intangible assets with definite lives are reviewed for potential impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of assets to be held and used is measured by comparison of the carrying value of such assets to the undiscounted future cash flows expected to be generated by such assets. If the carrying value of an asset exceeds its estimated undiscounted future cash flows, an impairment provision is recognized to the extent that the carrying amount of the asset exceeds its fair value. We consider factors such as historic or forecasted operating results, trends and future prospects, current market value, significant industry trends and other economic and regulatory factors in performing these analyses. Using different assumptions could result in a change in our estimates of cash flows and those differences could produce materially different results.

Debt Issuance Costs: Debt issuance costs are amortized as a component of interest expense over the term of the underlying debt using the effective interest method. These costs include bank commitment fees, legal and consulting costs, appraisals, title surveys, etc. Debt issuance costs related to the Company’s senior notes are reported as a direct reduction of the related debt instrument in the consolidated balance sheet. Debt issuance costs related to the Company’s ABL are reported in other long-term assets in the consolidated balance sheet.

Self-Insurance: Generally, the Company self-insures for a portion of product liability claims, workers’ compensation and employee medical coverage. Under these plans, liabilities are recognized for claims incurred, including an estimate for those incurred but not reported. The Company determines the liability for claims with the assistance of a third party administrator and actuary using various state statutes and historical claims experience. The Company has a self-insured retention (“SIR”) for product liability which varies annually based on market conditions. As of October 31, 2015 the SIR was at $500 per occurrence including defense expenses. The Company maintains liability insurance in excess of the SIR with outside insurance carriers to minimize its risks related to catastrophic claims in excess of its self-insured positions for product liability and personal injury matters.

For employee medical coverage, annual claims of up to $275 per member are the risk of the company. Paid claims during the calendar year greater than $275 for any member are covered under a stop-loss policy with a commercial insurance carrier. Health expenses were $23,744, $21,669 and $12,915 during fiscal years 2015, 2014 and 2013, respectively. Accrued health benefit liability was $3,899 and $2,952 at October 31, 2015 and 2014, respectively, and is included in other current liabilities in the Company’s consolidated balance sheets. The Company is insured for workers’ compensation claims under both state and private insurance plans. The Company’s product liability and workers’ compensation accruals including residual claims under previous years SIR programs are also included within other current liabilities in the Company’s consolidated balance sheets. Accrued workers’ compensation claims totaled $970 and $1,032 at October 31, 2015 and 2014, respectively.

F-11

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Income Taxes: Deferred income tax assets and liabilities are based on the temporary differences between the financial reporting basis and the income tax basis of the Company’s assets and liabilities using currently enacted tax rates and laws. Valuation allowances are established to reduce deferred tax assets to the amount expected to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of taxable income during the periods in which those temporary differences become deductible for income tax purposes. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment.

The Company recognizes liabilities for uncertain income tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various possible outcomes. The Company evaluates these uncertain tax positions on a quarterly basis or when new information becomes available to management. The evaluations are based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, successfully settled issues under audit and new audit activity. Such a change in recognition or measurement could result in the recognition of a tax benefit or an increase to the related provision. The amount of unrecognized tax benefits was $4,202 and $4,660 as of October 31, 2015 and 2014, respectively.

The Company classifies accrued interest and penalties, related to income tax liabilities in the provision for income taxes in the Company’s consolidated statements of operations. The income tax liabilities, accrued interest and penalties that are due within one year of the balance sheet date are included in other current liabilities.

Earnings (Loss) Per Share: Basic earnings per share represents net income divided by basic weighted-average number of common shares, including contingently redeemable shares outstanding during the period. Diluted earnings per share represents net income divided by diluted weighted average number of common shares outstanding. Diluted weighted average common shares outstanding also include the dilutive effect of additional potential common shares issuable from stock options and are determined using the treasury stock method. See Note 21, Earnings Per Share, for further details.

Comprehensive Income: Comprehensive income includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s shareholders. Other comprehensive income or loss refers to expenses or gains and losses that are included in comprehensive income, but excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity.

The components of accumulated other comprehensive income (loss) are as follows:

	Fiscal Year Ended October 31, 2013
	Increase / (Decrease) in Fair Value of Derivatives			Other		Accumulated Other Comprehensive Income/(Loss)
Balance at 10/31/12	$	(109	)	$	32	$	(77	)
Changes		68			23		91
Balance at 10/31/13	$	(41	)	$	55	$	14

F-12

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

	Fiscal Year Ended October 31, 2014
	Increase / (Decrease) in Fair Value of Derivatives			Other		Accumulated Other Comprehensive Income/(Loss)
Balance at 10/31/13	$	(41	)	$	55	$	14
Changes		56			24		80
Balance at 10/31/14	$	15		$	79	$	94

	Fiscal Year Ended October 31, 2015
	Increase / (Decrease) in Fair Value of Derivatives		Other			Accumulated Other Comprehensive Income/(Loss)
Balance at 10/31/14	$	15	$	79		$	94
Changes		43		(163	)		(120	)
Balance at 10/31/15	$	58	$	(84	)	$	(26	)

Revenue Recognition: The Company recognizes revenue for sales of vehicles when contract terms are met, collectability is reasonably assured and a product is shipped or risk of ownership has been transferred to and accepted by the customer. In certain instances, risk of ownership and title passes when the product has been completed in accordance with purchase order specifications and has been tendered for delivery to the customer. Periodically, certain customers request bill and hold transactions. In those cases, revenue recognition occurs after the customer has been notified that the products have been completed according to the customer specifications, have passed all of our quality control inspections, and are ready for delivery.

Revenues from the sale of parts and our Goldshield Fiberglass businesses are recognized when title to products and the risk of loss are transferred to the customer, which is generally upon shipment. Revenue from service agreements is recognized as earned when services are rendered.

Intercompany sales are eliminated upon consolidation.

Provisions are made for discounts, returns and sales allowances based on management’s best estimate and the historical experience of each business unit. Sales are recorded net of amounts invoiced for taxes imposed on the customer, such as excise or value-added taxes.

Customer advances include amounts received in advance of the completion of vehicles or in advance of services being rendered. Such customer advances are recorded as current liabilities in our consolidated balance sheets until the vehicle is shipped or the service rendered.

Warranty: Provisions for estimated warranty and other related costs are recorded in cost of sales and are periodically adjusted to reflect actual experience. The amount of accrued warranty liability reflects management’s estimate of the expected future cost of settling the Company’s obligations under its warranty plans. The costs of fulfilling the Company’s warranty obligations primarily consist of replacement parts, labor and sometimes travel for any field retrofit or recall campaigns. The Company’s estimates are based on historical warranty expenditures, length of the warranty obligations for units sold, and the number of units under warranty. If a warranty cost is incurred due to a defect in a purchased material, the Company will seek reimbursement from the vendor to the fullest extent possible. The Company reviews warranty claims experience to determine if there are defects affecting numerous vehicles that would require a field retrofit or recall campaign.

F-13

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Advertising Costs: Advertising costs are expensed as incurred and included in selling, general and administrative expenses in the Company’s consolidated statements of operations. Advertising costs totaled $3,623, $3,133, and $2,266 for fiscal years 2015, 2014, and 2013, respectively.

Research and Development Costs: Research and development costs are expensed as incurred and included as part of operating expenses in the Company’s consolidated statements of operations. Research and development costs totaled $10,180, $13,205 and $7,282 for fiscal years 2015, 2014, and 2013, respectively.

Fair Value Measurements: The Company’s financial instruments not required to be adjusted to fair value on a recurring basis consist principally of cash, receivables, long-term debt and accounts payable. The Company believes cash, accounts receivable, and accounts payable are recorded at amounts that approximate their current market values based on their short-term nature.

Foreign currency forward contracts held or issued by the Company for risk management purposes are traded in over-the counter markets where quoted market prices are not readily available. For these derivatives, the Company measures fair value using the foreign currency spot rate at the reporting period compared to the contractual rate.

The estimated carrying and fair values of the Company’s financial instruments recognized and measured at fair value, which consist of foreign currency forward contracts and considered Level 2 inputs, are $0 and $75 as of October 31, 2015 and 2014, respectively.

The Company determines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs (Levels 1 and 2) and minimize the use of unobservable inputs (Level 3) within the fair value hierarchy established by the Financial Accounting Standards Board (“FASB”). The Company applies a “market approach” or an “income approach” to determine fair value. The market approach method uses pricing and other information generated by market transactions for identical or comparable assets and liabilities. When determining the fair value measurements for assets and liabilities, which are required to be recorded or disclosed at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. In the absence of significant market based inputs, the Company will use an “income approach” to estimate the fair value of the asset. This approach is based on the principle that the present value of the expected income that can be generated from the ownership of the asset approximates its fair value. This approach generally includes management’s estimates of assumptions that market participants would use to price the asset or liability including, projected income, a time period over which that income can be earned and an estimate of risk-adjusted discount and capitalization rates. Assets and liabilities are classified within the fair value hierarchy based on the lowest level (least observable) input that is significant to the measurement in its entirety. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.

Based on recent open market transactions of the Company’s Senior Secured Notes, the fair value is approximately $209,100 and $206,040 as of October 31, 2015 and 2014, respectively. The fair value of the Company’s outstanding borrowings on its ABL Facility approximates book value.

F-14

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

For illustrative purposes, the levels within the FASB fair value hierarchy are as follows:

Level 1	Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;
Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable, including the company’s own assumptions in determining fair value.

The Company applies fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements, consisting primarily of derivative financial instruments and contingently redeemable common stock (discussed in Note 14, Contingently Redeemable Common Stock), which are valued based upon Level 3 inputs. The Company applies fair value accounting to its non-financial assets and liabilities, which consists principally of indefinite lived intangible assets (for its annual impairment test).

Change in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3) for the fiscal years ended October 31, 2015 and 2014 were as follows:

	Contingently Redeemable Common Stock
Balance at October 31, 2013	$	13,894
Change in fair value		2,024
Issuance of contingently redeemable common stock		2,855
Reclassification of contingently redeemable common stock		(3,355	)
Balance at October 31, 2014		15,418
Change in fair value		6,426
Issuance of contingently redeemable common stock		2,000
Reclassification of contingently redeemable common stock		(8,494	)
Balance at October 31, 2015	$	15,350

Derivative Financial Instruments: The Company recognizes all derivative financial instruments, such as foreign exchange contracts, in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. Changes in the fair value of derivative financial instruments are either recognized periodically in income or in shareholders’ equity as a component of other comprehensive income or loss depending on whether the derivative financial instrument qualifies for hedge accounting, and if so, whether it qualifies as a fair value hedge or cash flow hedge. Generally, changes in fair values of derivatives accounted for as fair value hedges are recorded in income along with the portions of the changes in the fair values of the hedged items that relate to the hedged risks. Changes in fair values of derivatives accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in other comprehensive income or loss, net of deferred income taxes. Changes in fair value of derivatives not qualifying as hedges are reported in the Company’s consolidated statements of operations. Cash flows from derivatives that are accounted for as cash flow or fair value hedges are included in the Company’s consolidated statements of cash flows in the same category as the item being hedged.

F-15

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Derivative financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged, both at inception and throughout the hedged period, which management evaluates periodically. The effective portion of gains and losses is deferred as a component of accumulated other comprehensive income (loss). As a matter of policy, the Company only enters into transactions which it believes will be highly effective at offsetting the underlying risk, and it does not use derivatives for trading or speculative purposes.

Stock-Based Compensation: Stock compensation expense is recorded over the term of the associated stock option grants, which is generally up to 10 years from the grant date, and is measured based upon the estimation of the fair value of all stock option awards on the grant date by applying the Black-Scholes option-pricing valuation model (the “Black-Scholes Model”). The application of the Black-Scholes Model requires us to make certain assumptions such as the fair value of our common stock on the grant date, forfeitures of option grants and the rate of dividend payments on our common stock. Other assumptions utilized in the Black-Scholes Model include volatility of the share price of select peer public companies and the risk free rate.

The fair value of our common stock is calculated by determining our enterprise value by applying an earnings multiple to our Adjusted EBITDA over the previous 12 months, and deducting outstanding debt, then dividing by the number of shares of common stock outstanding. The assumption for forfeitures is based upon historical experience. As the Company has not historically paid dividends on its common stock, it has assumed a 0% dividend rate for all outstanding stock options.

Liability awards are recorded at intrinsic value.

Foreign Currency Translation and Transactions: All balance sheet amounts have been translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Income statement amounts have been translated using the average exchange rate during the period in which the transactions occurred. Resulting translation adjustments are included in accumulated other comprehensive income (loss). Foreign currency transaction gains or losses are included in selling, general and administrative expense in the Company’s consolidated statements of operations. The Company recorded net foreign currency transaction losses of $18, $283 and $332 during fiscal years 2015, 2014, and 2013, respectively.

Subsequent Events: The Company evaluated subsequent events through January 27, 2016, the date on which the financial statements were available to be issued, with the exception of Note 21, Earnings per Share and Note 22, Business Segment Information, which were evaluated through October 24, 2016.

New Accounting Pronouncements: In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which specifies how and when to recognize revenue as well as providing informative, relevant disclosures. ASU 2014-09 will become effective for fiscal years beginning after December 15, 2017 (the Company’s fiscal year 2019) and interim periods within that fiscal year. The Company is currently evaluating the impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the that debt liability, consistent with debt discounts. ASU 2015-03 will become effective for fiscal years beginning after December 15, 2015 (the Company’s fiscal year 2017). The Company adopted ASU 2015-03 effective October 31, 2015 on a retrospective basis. Accordingly, $5,426 and $7,099 of debt issuance costs, previously included within other long-term assets, have been reclassified as a reduction of long-term debt on the consolidated balance sheet as of October 31, 2015 and 2014, respectively.

F-16

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330) (“ASU 2015-11”), which requires inventory measured using any method other than last-in, first-out (“LIFO”) or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. ASU 2015-11 will become effective for fiscal years beginning after December 15, 2016 (the Company’s fiscal year 2018) and interim periods within that fiscal year. The Company is currently evaluating the impact on its consolidated financial statements.

Note 3. Acquisitions

SJC Industries Acquisition

On April 30, 2013, the Company acquired certain assets and assumed certain liabilities of SJC Industries, Inc. (“SJC”) for $6,232 in cash and $5,819 of property, plant and equipment. SJC manufactures and markets high quality modular and van ambulances under the brand names McCoy Miller^® and Marque. This acquisition is reported as part of the Fire & Emergency segment.

The Company purchased the net assets of SJC from its previous owners whereby, the fair value of identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred. As a result, the Company recognized a gain of $2,598 at the time of acquisition. Consequently, the Company reassessed the recognition and measurement of the identifiable assets acquired and liabilities assumed and concluded that all acquired assets and assumed liabilities were recognized. Furthermore, the Company concluded that the valuation procedures and resulting measures were appropriate. As part of the accounting for the transaction, the Company assigned intangible value to Trade Names of $2,700 and Customer Lists of $3,600. The weighted-average amortization period for the customer list intangible was set at 8 years. The trade names intangible was determined to have an indefinite life and not subject to amortization.

The Company believes that it was able to acquire SJC for less than the fair value of its assets because of the Company’s unique position as a market leader in this industry segment and the seller’s intent to exit this product line where it had an uncompetitive cost position and limited market position. In connection with the SJC acquisition, but not accounted for as part of the acquisition, the Company implemented its strategic plan to relocate the SJC operation to its WC facility. Costs of $2,099 associated with the relocation, including but not limited to personnel costs, including severance, stay bonuses, vacation, and other commercial liabilities were recorded during fiscal year 2013, and are included in restructuring expenses in the Company’s consolidated statement of operations.

Navistar RV Acquisition

On May 15, 2013, the Company acquired 100% of the common shares of Navistar RV, LLC. The Company simultaneously changed the name to Monaco RV (“MRV”). The purchase price amounted to $18,667 in cash and $1,515 in MRV preferred stock. MRV manufactures and markets a broad spectrum of motorized RVs and towable RVs under the primary brand names Holiday Rambler, Monaco and R-Vision.

The fair value of identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred. As a result, the Company recognized a gain of $20,563 at the time of acquisition. Consequently, the Company reassessed the recognition and measurement of the identifiable assets acquired and liabilities assumed and concluded that all acquired assets and assumed liabilities were recognized. Furthermore, the Company concluded that the valuation procedures and resulting measures were appropriate. As part of the accounting for the transaction, the Company assigned intangible value to trade names of $2,400 and customer lists of $1,800. The weighted-average amortization period for the customer list intangible was set at 11 years. The trade names intangible was determined to have an indefinite life and not subject to amortization.

F-17

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

The Company believes that it was able to acquire MRV for less than the fair value of its assets because of the Company’s unique position as a market leader in this industry segment, and the seller’s intent to exit this product line where it had an uncompetitive cost position and limited market position. In addition, in connection with the MRV acquisition, but not accounted for as part of the acquisition, the Company implemented its strategic plan to relocate the majority of its operations to its Decatur, IN recreation vehicle facility. Costs of $9,079 associated with the relocation, including but not limited to personnel costs, including severance, stay bonuses, vacation, and dealer and distributor reassignments were recorded during fiscal year 2013, and are included in restructuring expenses in the Company’s consolidated statement of operations.

Thor Bus Acquisition

On October 21, 2013, the Company acquired 100% of the common shares of Champion Bus, Inc., General Coach America, Inc., Goshen Coach, Inc., ElDorado National (California), Inc., and ElDorado National (Kansas), Inc., (collectively “Thor Bus”) for $100,000 in cash and a $5,043 payable to Thor for final working capital settlement paid in 2014. Thor Bus manufactures and markets a broad spectrum of bus transportation vehicles under the primary brand names Champion Bus, General Coach America, Krystal Coach, Federal Coach, Goshen Coach and ElDorado National. These businesses are reported as part of the Company’s Commercial segment.

The fair value of identifiable assets acquired and liabilities assumed exceeded the fair value of the consideration transferred. As a result, the Company recognized a gain of $13,334 at the time of acquisition. Consequently, the Company reassessed the recognition and measurement of the identifiable assets acquired and liabilities assumed and concluded that all acquired assets and assumed liabilities were recognized. The Company believes that it was able to acquire Thor bus for less than the fair value of its assets because of the seller’s intent to exit this product line to focus its resources on its core business operations in the RV segment. Furthermore, the Company concluded that the valuation procedures and resulting measures were appropriate. As part of the accounting for the transaction, the company assigned intangible value to trade names of $13,000 and customer lists of $16,800. The weighted-average amortization period for the customer list intangible was set at 8 years. The trade names intangible was determined to have an indefinite life and not subject to amortization.

Collectively, the Thor Bus, MRV and SJC acquisitions are referred to as the “2013 Acquisitions”, These acquisitions were made to diversify the Company’s revenue stream with new customer bases, generate efficiencies through integration of manufacturing and purchasing operations and reduce costs through economies of scale.

The Company recorded $6,378 of transaction expenses in connection with the 2013 Acquisitions. These expenses are included in selling, general and administrative expenses in the statements of operations for the year ended October 31, 2013.

F-18

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

The following table summarizes the fair values of the assets acquired and liabilities assumed for the 2013 Acquisitions at the date of respective acquisitions.

	Thor Bus			Monaco RV			SJC Industries, Inc
Assets:
Accounts receivable	$	27,133		$	9,231		$	2,304
Inventories		73,615			41,019			8,771
Property, Plant and Equipment		32,625			4,148			35
Trade names		13,000			2,400			2,700
Customer lists		16,800			1,800			3,600
Other assets held for sale		—			6,500			—
Other		4,598			2,544			24
Total assets acquired		167,771			67,642			17,434
Liabilities:
Accounts payable		18,598			14,248			—
Accrued liabilities		13,572			12,649			704
Deferred Tax		9,227			—			1,732
Other		7,997			—			349
Total liabilities assumed		49,394			26,897			2,785
Net Assets Acquired		118,377			40,745			14,649
Gain on bargain purchase		(13,334	)		(20,563	)		(2,598	)
Consideration given	$	105,043		$	20,182		$	12,051
Total consideration	$	105,043		$	20,182		$	12,051
Less: Noncash consideration paid		—			(1,515	)		(5,819	)
Less: Remaining amount due to seller—working capital adjustment		(5,043	)		—			—
Cash consideration, net of due to seller	$	100,000		$	18,667		$	6,232

The Company financed the 2013 Acquisitions through the issuance of Class A and Class B common shares for $43,751 or $319 per share, and the refinancing and issuance of new debt facilities totaling gross proceeds of approximately $270,000. The Class B common shares were issued to the Company’s primary equity holder. Commercial segment results include the commercial bus operations acquired from Thor Bus on October 21, 2013, the date of acquisition; therefore, the acquired operations are reflected in fiscal years 2015 and 2014 results and the eleven days in 2013. Sales for fiscal years 2015 and 2014 attributable to the Commercial Bus operations acquired from Thor Bus were $459,426 and $428,629, respectively, and operating income was $12,201 and $10,977 for fiscal years 2015 and 2014, respectively.

F-19

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Note 4. Inventories

As of October 31, 2015 and October 31, 2014 inventories, net of reserves, consisted of the following:

	2015			2014
Chassis	$	30,765		$	36,209
Raw materials		86,533			75,113
Work in process		97,251			95,153
Finished products		40,454			44,842
		255,003			251,317
Less: reserves		(8,041	)		(7,150	)
Total inventories, net	$	246,962		$	244,167

Note 5. Property, Plant and Equipment

As of October 31, 2015 and 2014, property plant and equipment consisted of the following:

	2015			2014
Land and land improvements	$	11,579		$	11,366
Buildings and improvements		60,546			58,007
Machinery & equipment		46,250			41,338
Office furniture and fixtures		7,377			5,815
Construction in process		10,196			5,896
		135,948			122,422
Less: accumulated depreciation		(46,803	)		(38,181	)
Total property, plant and equipment, net	$	89,145		$	84,241

Depreciation expense for the years ended October 31, 2015, 2014, and 2013 was $10,498, $10,111, and $8,218, respectively.

F-20

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Note 6. Goodwill and Intangible Assets

As of October 31, 2015 and October 31, 2014, goodwill consisted of $54,175 and $28,650 for the Fire and Emergency segment and the Commercial segment, respectively. There were no changes in goodwill during these periods.

As of October 31, 2015 and 2014, intangible assets consisted of the following:

	Weighted-Average Life		2015			2014
Finite-lived intangible assets:
Technology-related		7.0	$	724		$	724
Customer relationships		8.6		69,872			69,872
Trade names		8.8		1,367			992
				71,963			71,588
Less: accumulated amortization				(38,423	)		(29,837	)
				33,540			41,751
Indefinite-lived trade names				85,363			85,363
Total intangible assets, net			$	118,903		$	127,114

Amortization expense totaled $8,586, $8,790 and $6,159 for fiscal years 2015, 2014 and 2013, respectively. The estimated future amortization expense of intangible assets for the subsequent five fiscal years is as follows: 2016—$8,280, 2017—$7,294, 2018—$6,797, 2019—$5,793 and 2020—$3,477.

Note 7. Other Current Liabilities

As of October 31, 2015 and 2014, other current liabilities consisted of the following:

	2015		2014
Payroll and related benefits and taxes	$	20,629	$	20,571
Incentive compensation		7,104		11,442
Customer sales program		3,292		3,304
Restructuring costs		1,776		577
Interest		9,036		9,137
Income taxes payable		—		1,298
Stock options		1,214		216
Other		12,022		10,149
Total other current liabilities	$	55,073	$	56,694

F-21

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Note 8. Notes Payable, Bank and Other Long-Term Debt

As of October 31, 2015 and 2014, the Company was obligated under the following debt instruments:

	2015			2014
Senior secured facility:
Senior secured notes, net of debt discount ($704 and $922) and debt issuance costs ($5,426 and $7,099)	$	193,870		$	191,979
ABL Facility		18,224			31,929
Capital leases		536			805
		212,630			224,713
Less: current maturities		(236	)		(294	)
Long-term maturities of notes payable, bank and other long-term debt	$	212,394		$	224,419

Approximate principal repayments for the subsequent five years ending October 31, are as follows:

2016	$	236
2017		255
2018		18,260
2019		5
2020		200,004
	$	218,760

$200,000 Senior Secured Notes Offering

On October 21, 2013 the Company issued (the “Offering”) for $200,000 aggregate principal amount of its 8.5% Senior Secured Notes (the “Notes”). The net proceeds from the Offering, together with net proceeds from the ABL facility (see “$150,000 ABL Facility” below) were used, primarily, to finance the Thor Bus Acquisition (see Note 3) and to repay all outstanding debt existing at the time of the Offering.

The Notes mature on November 1, 2019. All principal is due in full on the maturity date. Interest accrues on the Notes at the rate of 8.5% per annum, payable semi-annually in arrears on May 1 and November 1.

The Notes are guaranteed by all direct and indirect wholly owned domestic subsidiaries of the Company that guarantee debt under the ABL facility described below. The Notes are secured by a first priority lien on substantially all of the guarantors’ assets other than accounts receivable and inventory, and related assets, pledged in the ABL facility. The Notes are also secured by a second priority lien on substantially all of the collateral under the ABL facility. The Notes are effectively subordinated to debt incurred under the ABL facility, or other permitted debt facilities and obligations, as defined in the indenture governing the Notes, to the extent of the value of the assets securing the ABL facility.

At any time prior to November 1, 2016 the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount outstanding on the Notes at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company, as defined in the indenture governing the Notes. Such redemption is

F-22

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

contingent upon at least 65% of the aggregate principal amount of the Notes originally issued to remain outstanding immediately after such redemption, and the redemption occurring within 90 days of the date of the closing of such Equity Offering. At any time prior to November 1, 2016 the Company may also redeem all or a part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium (as defined in the indenture governing the Notes) and accrued and unpaid interest on the date of redemption.

On or after November 1, 2016 the Company may redeem all or a part of the Notes at the redemption prices set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date:

104.250% (Year 2016)

102.125% (Year 2017)

100.000% (Year 2018 and thereafter)

Upon change of control, as defined, each holder of the Notes will have the right to require the Company to repurchase all or any part of the holder’s Notes at 101%, so long as the Note is a minimum of $2,000.

The Notes were issued with an applicable original issue discount (“OID”) of $1,166. The Company also incurred $8,980 in associated debt issuance costs. The OID is being accreted and debt issuance costs are being amortized over the debt term using the effective interest method. The Notes contain certain financial covenants. The Company was in compliance with all financial covenants under the Notes as of October 31, 2015.

At October 31, 2015, the Company had $200,000 in principal of Notes outstanding.

$150,000 ABL Facility

Effective October 21, 2013, the Company entered into a $150,000 senior secured revolving credit and guaranty agreement (the “ABL Facility”) with a syndicate of lenders. The ABL Facility consists of: (i) Revolving Loans, (ii) Swing Line Loans and (iii) Letters of Credit, aggregating up to a combined maximum of $150,000. The total amount borrowed is subject to a $15,000 sublimit for Swing Line Loans, and a $25,000 sublimit for Letters of Credit, along with certain borrowing base and other customary restrictions as defined in the agreement.

All outstanding principal on the ABL Facility is due and payable on the maturity date of October 21, 2018, unless as otherwise amended per the terms of the agreement. Principal may be repaid at any time during the term of the ABL Facility without penalty. The lenders hold a first priority security interest in essentially all accounts receivable and inventory of the Company, and a second priority security interest in all other assets of the Company. All obligations under the ABL Facility are effectively subordinate to other debt to the extent of the value of collateral other than accounts receivable and inventory.

All Revolving Loans under the ABL Facility bear interest at rates equal to, at the Company’s option, either a Base Rate plus an Applicable Margin, or a Eurodollar Rate plus an Applicable Margin. All Swing Line Loans under the ABL Facility bear interest at a rate equal to a Base Rate plus an Applicable Margin. Applicable Margins were initially set at 0.75% for Base Rate loans and Swing Line Loans, and 1.75% for Eurodollar loans, and are subject to subsequent adjustment as defined in the agreement. Interest is payable quarterly for all loans in which a Base Rate is applied, and is payable either monthly, quarterly, or semi-annually for all loans in which a Eurodollar Rate is applied.

At October 31, 2015, the Company had $18,224 outstanding under its ABL Facility, including $15,000 in principal outstanding under Revolving Loans, bearing interest at a rate of 2.0%–4.0% per annum and $3,224 in principal outstanding under Swing Line Loans outstanding at October 31, 2015. The Company had open Letters of Credit of $4,376 at October 31, 2015.

F-23

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

The ABL Facility contains certain financial covenants. The Company was in compliance with all financial covenants under the ABL Facility as of October 31, 2015. At October 31, 2015, the Company’s net availability on the ABL Facility totaled $127,400.

In May 2013, the Company refinanced its debt and recorded $279 in debt issuance costs.

In October 2013, the Company refinanced its debt and incurred $3,526 in debt issuance costs. Net proceeds received were used by the Company, in part, to fund the Thor Bus Acquisition (see Note 3) and to repay all outstanding debt of the Company that existed at the time of the closing of the Notes and ABL Facility. All of the Company’s obligations under the previous $110,000 revolving credit facility, the Term Loan A, the Term Loan B, and the PIK note were paid and settled in full. The total paid to settle the existing debt was $173,953, including $171,622 in principal and $2,331 in accrued interest payable. As a result of the refinancing, the Company recognized a loss on early extinguishment of $9,220, which comprised of unamortized debt issue costs and penalties associated with the previous debt totaling $6,889 and $2,331, respectively.

During fiscal years 2015, 2014, and 2013, the Company recorded amortization expense of debt issuance costs of $2,330, $2,540 and $2,858, respectively, and has included these amounts in interest expense in the Company’s consolidated statements of operations.

Paid-in-Kind Note

In May 2013, the Company refinanced its existing paid-in-kind (“PIK”) note, simultaneously with the acquisition of Navistar RV, LLC. The Company entered into a $37,872 (PIK) note with a financial institution. The Company used the proceeds of the PIK note to pay off the PIK note with its parent company, which was comprised of $34,067 in principal and $3,805 of interest.

Note 9. Warranties

The Company’s products generally carry explicit warranties for defects in materials and workmanship, that extend from several months to several years. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include warranties from original equipment manufacturers (“OEM”). These OEM warranties are passed on to the end customer upon sale of the Company’s products, and the end customer deals directly with the applicable OEM manufacturer.

Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual warranty claim experience.

Changes in the Company’s warranty liability, was as follows:

	Fiscal Year Ended
	October 31, 2015			October 31, 2014
Balance at beginning of year	$	34,316		$	35,007
Warranty provisions		21,609			24,627
Settlements made		(27,472	)		(25,318	)
Balance at end of year	$	28,453		$	34,316

F-24

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Accrued warranty is classified in the Company’s consolidated balance sheets as follows:

	October 31, 2015		October 31, 2014
Current liabilities	$	18,153	$	25,802
Other long-term liabilities		10,300		8,514
Total warranty liability	$	28,453	$	34,316

Note 10. Leases

Certain administrative and production facilities and equipment are leased under long-term, non-cancelable operating lease agreements. Most leases contain renewal options for varying periods. Leases generally require the Company to pay for insurance, taxes and maintenance of the property. See Note 19 for related party disclosures relating to leases.

Total rental expenses for property, plant and equipment charged to operations under non-cancelable operating leases was $2,612, $2,941 and $3,393 during fiscal years 2015, 2014 and 2013, respectively.

Future minimum lease payments due under operating leases for the subsequent five fiscal years, are as follows:

2016	$	2,229
2017		1,487
2018		641
2019		209
2020		94
Thereafter		—

The Company has entered into capital leases for certain pieces of its operating equipment. As of October 31, 2015 future minimum lease payments under all capital leases are $606, of which $70 represents interest.

Note 11. Employee Benefit Plan

The Company has a defined contribution 401(k) plan covering substantially all employees. The plan allows employees to defer up to 100% of their employment income (subject to annual contribution limits imposed by the Internal Revenue Service) after all taxes and applicable benefit deductions. Each employee who elects to participate is eligible to receive Company matching contributions that are based on employee contributions to the plans, subject to certain limitations. Amounts expensed for the Company’s matching and discretionary contributions were $5,398, $4,615 and $2,909 during fiscal years 2015, 2014 and 2013, respectively.

Note 12. Derivative Financial Instruments and Hedging Activities

Cash Flow Hedges: The Company is exposed to certain risks relating to its ongoing business operations. The primary risk, managed by using derivative instruments, is foreign currency exchange rate risk. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk on the collection of receivables denominated in foreign currencies. These derivatives typically require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date.

To protect against the reduction in value of forecasted foreign currency cash flows resulting from export sales, the Company has instituted a foreign currency cash flow hedging program. The Company hedges portions of its

F-25

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

receivables denominated in foreign currencies with forward contracts. When the U.S. dollar weakens against foreign currencies, increased foreign currency payments are offset by gains in the value of the forward contracts. Conversely, when the U.S. dollar strengthens against foreign currencies, reduced foreign currency payments are offset by losses in the value of the forward contracts.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. The Company generally hedges its exposure to the variability in future cash flows for a maximum of 12 to 18 months.

The ineffective portion of cash flow hedges, which is the remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, or hedge components excluded from the assessment of effectiveness, is recognized in earnings immediately during the current period as a component of miscellaneous income, net in the Company’s consolidated statements of operations.

A net amount of $26 currently reported in accumulated other comprehensive income is expected to be reclassified to earnings within the next 12 months. At October 31, 2015 and 2014, the Company had forward foreign exchange contracts with a gross notional value of $5,669 and $7,461, respectively, designated as hedges.

Note 13. Shareholders’ Equity

The Company’s amended certificate of incorporation allow for the issuance of up to 575,000 Class A common shares and for the issuance of up to 540,000 Class B common shares.

During fiscal year 2013, the Company issued 118,076 Class B common shares and 16,775 Class A common shares, with total proceeds of $43,039.

Shareholder Rights: All current shareholders of the Company are a party to the Amended Shareholders Agreement (the “Shareholders Agreement”) which governs the shareholders’ voting rights, right to transfer securities, rights in the event of a sale of the Company or other liquidity event and other special approval rights. Under the terms of the Shareholders Agreement, the Company may be required (at the shareholder’s option) or have the option to purchase the shareholder’s common stock upon termination, disability, death or retirement if the shareholder is an employee. If an employee shareholder is terminated for cause or the employee shareholder departs for any reason other than death, disability or retirement, the purchase price of the common stock will be the lesser of termination book value or cost. In the case of termination for any other reason and in the case of death, disability or retirement, the purchase price shall be a price per share equal to the fair market value as determined by the Company’s board of directors. Holders of the Company’s Class A common stock have one vote per share and holders of the Company’s Class B common stock have two votes per share.

Note 14. Contingently Redeemable Common Stock

Shares of common stock which are held by employees are eligible to be put to the Company in accordance with the Shareholders Agreement if certain criteria (as defined in the Shareholders Agreement) are met and the former employee or his or her beneficiaries exercises the option to put the shares to the Company in accordance with the Shareholders Agreement. As these provisions are not certain of being met, the shares of common stock held by

F-26

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

employees are considered contingently redeemable common stock and recorded as temporary equity on the Company’s consolidated balance sheet until the shares of common stock are either re-purchased by the Company or the put option expires. The put option expires 90 or 180 days after termination of employment, depending on the nature of the termination or upon the sale of the Company or an initial public offering of the Company’s common stock. The value of these shares of common stock are presented at fair value on the consolidated balance sheet. The fair value of the Company’s common stock is calculated by estimating the Company’s enterprise value by applying an earnings multiple to the Company’s Adjusted EBITDA over the previous 12 months, and deducting outstanding net debt.

When the put option is exercised or expires, the shares are re-measured at fair value on that date and reclassified from temporary equity to shareholders’ equity. Changes in the fair value of the contingently redeemable shares of common stock are recorded in retained earnings.

During fiscal year 2015, the Company issued 4,879 contingently redeemable Class A common shares for proceeds of $2,000. During fiscal year 2014, the Company issued 7,215 contingently redeemable Class A common shares for proceeds of $2,855. During fiscal year 2013, the Company issued 2,230 shares of contingently redeemable Class A common stock for proceeds of $712.

Note 15. Stock Compensation

In April 2010, the Company’s board of directors approved the Company’s 2010 Long-Term Incentive Plan (the “2010 Plan”). Under the 2010 Plan, key employees, including employees who may also be directors or officers of the Company, outside directors, key consultants and key contractors of the Company may be granted incentive stock options, nonqualified stock options, and other share-based awards. The 2010 Plan provides for the granting of options to purchase shares of the Company’s common stock at not less than the fair market value of such shares on the date of grant. Stock options terminate not more than ten years from the date of grant. The 2010 Plan allows acceleration of options upon certain events, as defined. The Company recognizes compensation expense for stock options, nonvested stock and performance share awards over the requisite service period for vesting of the award, or to an employee’s eligible retirement date, if earlier and applicable. The maximum number of shares of stock reserved for all awards under the 2010 Plan is 80,000. At October 31, 2015, the Company had 19,568 shares available for issuance under the 2010 Plan.

Stock Option Awards: Stock options granted have a term of up to 10 years from the grant date. The vesting of these options are either immediate, upon a triggering event or over a four-year period. Exercisability of the majority of the options is contingent upon the occurrence of a change in control of the Company, or in certain of the option grants, an initial public offering. The Company estimates the fair value of all stock option awards on the grant date by applying the Black-Scholes option-pricing valuation model. The application of this valuation model involves assumptions that are highly subjective, judgmental and sensitive in the determination of compensation cost.

As of October 31 2015 and 2014, there were 16,400 and 17,100 stock options outstanding, respectively, which were considered liability share awards as the underlying shares were eligible to be sold back to the Company as a result of put rights in the Shareholders Agreement, within a period of time which would not subject the shareholder to the risks and rewards of share ownership for a reasonable period of time. The Company has elected to value these liability share awards at intrinsic value. The intrinsic value of the vested portion of these stock options was $1,214 and $216 as of October 31, 2015 and October 31, 2014, respectively, and is recorded in other current liabilities on the Company’s consolidated balance sheets. The fair value of the vested portion of these stock options was $2,256 and $403 at October 31, 2015 and October 31, 2014, respectively. Changes in fair value of liability share awards are recorded as stock compensation expense.

F-27

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

As of October 31, 2015, the Company could potentially recognize $7,382 of compensation expense if certain performance targets are met. As of October 31, 2015, the Company had $4,376 of unrecognized compensation expense related to time based vesting stock options.

In connection with the termination of certain Company officers in fiscal years 2014 and 2013, the Company as part of the separation agreements allowed these employees to retain their awards subsequent to termination. There are no current or future performance requirements to retain the modified awards. This change resulted in a modification of stock option awards per ASC 718. Since the awards were subject to the contingencies described above, the adjusted value of the awards were included in the total value of potential performance based stock-based compensation expense.

The key assumptions used in determining the fair value of options granted for fiscal years 2015, 2014, and 2013, are as follows:

	2015	2014	2013
Weighted-average volatility	52.59 - 52.73%	52.75 - 53.05%	52.94 - 59.57%
Weighted-average risk-free interest rate	1.93 - 2.37%	2.35 - 2.80%	1.56 - 2.85%
Weighted-average expected life in years	10.00	10.00	10.00
Dividend yield	—	—	—
Weighted-average grant date fair value per option	$358.72	$252.81	$191.87

Peer group information is the basis for the selection of the expected volatility. The estimated expected term is the contractual life. The risk-free interest rate is selected based upon yields of United States Treasury issues with a term equal to the expected term of the option being valued.

Stock option activity for fiscal years 2015, 2014 and 2013, was as follows:

	Number of Shares			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value of In-the- Money Options
Outstanding at October 31, 2012		41,095		$	280		6.8	$	1,646
Granted		4,390			322		—		—
Exercised		—			—		—		—
Cancelled		(4,138	)		217		—		—
Outstanding at October 31, 2013		41,347		$	287		6.1	$	3,496
Granted		27,950			391		—		—
Exercised		—			—		—		—
Cancelled		(2,290	)		345		—		—
Outstanding at October 31, 2014		67,007		$	327		6.8	$	4,773
Granted		4,600			560		—		—
Exercised		—			—		—		—
Cancelled		(11,175	)		368		—		—
Outstanding at October 31, 2015		60,432		$	344		6.0	$	15,156
Exercisable at October 31, 2015		8,806		$	384		—	$	1,857

F-28

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

The aggregate intrinsic value in the previous table reflects the total pre-tax intrinsic value (the difference between the per share fair value of the Company’s stock and the exercise price of the options, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all option holders exercised their options on October 31, 2015 and 2014. The intrinsic value of the Company’s stock options changes based on the value of the Company’s common stock.

Other Share-Based Charges: In connection with certain stock purchase agreements, the Company was owed $0 and $48, respectively, as of October 31, 2015 and 2014, in a subscription receivable that has been recorded as an offset to equity in the Company’s consolidated statements of shareholders’ equity.

Note 16. Restructuring Charges

In fiscal year 2015 the Company implemented a restructuring of its management functions and various product lines across the Company. Accordingly, $3,869 of the costs associated with the re-organization, including but not limited to severance, were recorded during fiscal year 2015. Additionally, $783 of inventory obsolescence reserves were recorded as a charge to the costs of sales during fiscal year 2015 for the discontinued product lines within the Recreation segment. At October 31, 2015, $1,776 of restructuring costs remain outstanding as unpaid and are included in other current liabilities in the Company’s consolidated balance sheet.

In October 2014 the Company implemented a strategic plan to relocate the remaining MRV operations in Elkhart, Indiana to its Decatur, Indiana recreation facility. Accordingly, $918 of the costs associated with the relocation, including but not limited to personnel costs, including severance and bonuses were recorded during fiscal year 2014.

In February 2014 the Company recorded a restructuring charge of $2,458 associated with exiting the non-motorized towable market. The Company eliminated approximately 143 positions in connection with this initiative. Additionally, $4,140 of inventory related restructuring costs were recorded into the cost of sales. Details of exiting the non-motorized towable market included:

• exiting two manufacturing facilities in Indiana and Oregon;

• disposing of manufacturing equipment;

• disposing current inventory through discounted sales and return of raw materials to vendors at a discount; and

• eliminating workforce associated with the exited business component.

All of the restructuring charges associated with exiting the non-motorized towable market were paid during fiscal year 2014 and no liability remained as of October 31, 2015.

In connection with the SJC acquisition, but not accounted for as part of the acquisition, the Company implemented its strategic plan to relocate the SJC operation to its WC facility. The costs associated with the relocation, including but not limited to personnel costs, including severance, stay bonuses, vacation, and dealer and distributor reassignments were recorded during fiscal year 2013, and were included in restructuring expenses in the Company’s consolidated statement of operations for fiscal year 2013. In addition, in connection with the MRV acquisition, but not accounted for as part of the acquisition, the Company implemented its strategic plan to relocate the majority of its operations to its Decatur, IN recreation vehicle facility. The costs associated with the relocation, including but not limited to personnel costs, including severance, stay bonuses, vacation, and dealer

F-29

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

and distributor reassignments were recorded during fiscal year 2013, and were included in restructuring expenses in the Company’s consolidated statement of operations for fiscal year 2013.

	SJC Industries			MRV -  Navistar RV			MRV -  Towables			MRV -  Elkhart, IN			2015 -  Companywide			Total
Balance at October 31, 2013	$	1,857		$	1,728		$	—		$	—		$	—		$	3,585
Expense Incurred		—			—			2,458			918			—			3,376
Amounts Paid		(1,857	)		(1,728	)		(2,458	)		(341	)		—			(6,384	)
Balance at October 31, 2014		—			—			—			577			—			577
Expenses Incurred		—			—			—			—			3,869			3,869
Amounts Paid		—			—			—			(577	)		(2,093	)		(2,670	)
Balance at October 31, 2015	$	—		$	—		$	—		$	—		$	1,776		$	1,776

The Company incurred $783 and $4,140 of inventory related restructuring costs that were recorded into the cost of sales for fiscal years 2015 and 2014, respectively.

Note 17. Income Taxes

Earnings from operations are taxed as domestic income.

Provision (benefit) for income taxes is summarized as follows:

	Year Ended October 31,
	2015			2014			2013
Current:
Federal	$	13,970		$	2,319		$	(1,492	)
State		3,290			1,301			(365	)
Total Current		17,260			3,620			(1,857	)
Deferred:
Federal		(4,749	)		152			(8,008	)
State		(576	)		(477	)		(1,618	)
Total Deferred		(5,325	)		(325	)		(9,626	)
Provision (benefit) for income taxes	$	11,935		$	3,295		$	(11,483	)

Income taxes at the federal statutory rate reconciled to the company’s income taxes are as follows:

	Year Ended October 31,
	2015			2014			2013
Income tax expense at federal statutory rate	$	12,184		$	1,626		$	4,604
State expense/(benefit)		1,558			460			(1,859	)
Nontaxable bargain purchase gain		—			—			(12,408	)
Change in valuation allowance		—			—			(1,463	)
Manufacturing and research incentives		(1,475	)		(363	)		(746	)
Nondeductible items		219			1,520			149
Other items		(551	)		52			240
Provision (benefit) for income taxes	$	11,935		$	3,295		$	(11,483	)

F-30

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Tax expense for fiscal year 2015 was favorably impacted by incentives for U.S. manufacturing and research.

Tax expense for fiscal year 2014 was negatively impacted by non-deductible costs associated with acquisitions.

A tax benefit was recognized in fiscal year 2013 due to the favorable impact of nontaxable bargain purchase gains recorded as a result of the 2013 Acquisitions. Fiscal year 2013 tax expense was also favorably impacted by the release of a valuation allowance on certain deferred tax assets.

No items included in Other items in the income tax reconciliation above are individually, or when appropriately aggregated, significant.

Temporary differences and carryforwards that give rise to deferred tax assets and liabilities include the following items:

	October 31,
	2015			2014
Deferred tax assets:
Product warranty	$	9,256		$	11,320
Inventory		7,697			6,505
Deferred employee benefits		4,609			3,295
Net operating loss and credits		1,675			603
Other reserves and allowances		3,885			3,506
Gross deferred tax assets		27,122			25,229
Less valuation allowance		(797	)		(796	)
Deferred tax assets		26,325			24,433
Deferred tax liabilities:
Intangible assets		(41,403	)		(44,773	)
Property, plant and equipment		(6,542	)		(6,193	)
Other		(385	)		(799	)
Deferred tax liabilities		(48,330	)		(51,765	)
Net deferred tax liability	$	(22,005	)	$	(27,332	)

The net deferred tax assets/(liabilities) reflected in the consolidated balance sheet are as follows:

	October 31,
	2015			2014
Current deferred tax asset	$	23,599		$	20,888
Noncurrent deferred tax liability		(45,604	)		(48,220	)
Net deferred tax liability	$	(22,005	)	$	(27,332	)

As of each balance sheet date, management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets. The Company will continue to evaluate its valuation allowance requirements in light of changing facts and circumstances, and may adjust its deferred tax valuation allowances accordingly. It is reasonably possible that the company will either add to, or reverse a portion of its existing deferred tax asset valuation allowance in the future. Such changes in the deferred tax asset valuation allowances could have a material effect on operating results.

F-31

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

At October 31, 2015, the Company has net operating loss carryforwards for U.S. federal income tax purposes of $3.2 million, which begin to expire in 2029. The Company also has state net operating loss carryforwards of $0.9 million, which begin to expire in 2026. The Company has an AMT credit carryforward for federal income tax purposes of $0.1 million. In addition, the Company has net operating loss carryforwards generated in Canada of $0.6 million which are offset by a valuation allowance because the losses are projected to expire prior to being utilized.

The Company or one of its subsidiaries files income tax returns in the United States, Canada and various state jurisdictions. With few exceptions, the years 2012, 2013 and 2014 remain open to tax examination by Canadian, U.S. federal and state tax authorities.

The Company regularly assesses the likelihood of an adverse outcome resulting from examinations to determine the adequacy of its tax reserves. As of October 31, 2015, the company believes that it is more likely than not that the tax positions it has taken will be sustained upon the resolution of its audits resulting in no material impact on its consolidated financial position and the results of operations and cash flows. However, the final determination with respect to any tax audits, and any related litigation, could be materially different from the company’s estimates and/or from its historical income tax provisions and accruals and could have a material effect on operating results and/or cash flows in the periods for which that determination is made. In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, and/or interest assessments.

During fiscal years 2015, 2014 and 2013, the Company recognized in its consolidated statements of operations $(0.01) million, $0.03 million, and $0.00 million, respectively, for interest and penalties related to uncertain tax liabilities, which the Company recognizes as a part of its provision for income taxes. As of October 31, 2015 and 2014, the Company has accrued interest and penalties of $0.04 million and $0.05 million, respectively.

A reconciliation of the beginning and ending amount of unrecognized tax benefits are as follows:

	October 31,
	2015			2014		2013
Balance at beginning of year	$	4,612		$	4,509	$	108
Additions for tax positions in prior year		74			80		250
Additions for tax positions in current year		16			23		4,259
Reductions for tax positions in current year		—			—		(108	)
Cash settlements with taxing authorities		(430	)		—		—
Statute of limitations		(106	)		—		—
Balance at end of year	$	4,166		$	4,612	$	4,509

If recognized, $0.4 million, $0.4 million and $0.3 million of the Company’s unrecognized tax benefits as of October 31, 2015, 2014 and 2013, respectively, would impact the effective income tax rate. The remaining unrecognized tax benefits relate to state tax issues of acquired companies for which the Company is indemnified by the seller. As such, an offsetting asset in the amount of $3.8 million is included in other current assets.

During the next twelve months, it is reasonably possible that federal and state tax resolutions could reduce unrecognized tax benefits and income tax expense by up to $0.2 million, either because the Company’s tax positions are sustained on audit or settled, or the applicable statute of limitations closes.

F-32

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Note 18. Commitments and Contingencies

Personal Injury Actions and Other: Product and general liability claims arise against the Company from time to time in the ordinary course of business. These claims are generally covered by third-party insurance. There is inherent uncertainty as to the eventual resolution of unsettled claims. Management, however, believes that any losses will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or cash flows.

Market Risks: As of October 31, 2015 and 2014, the Company is contingently liable under bid, performance and specialty bonds and has open standby letters of credit issued by the Company’s banks in favor of third parties as follows:

	October 31,
	2015		2014
Performance, bid and specialty bonds	$	84,797	$	96,956
Open standby letters of credit		4,376		4,526
Total	$	89,173	$	101,482

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company and, accordingly, the Company accounts for the chassis as consigned, unrecorded inventory. Upon being put into production, the Company becomes obligated to pay the manufacturer for the chassis. Chassis are typically converted and delivered to customers within 90—120 days of receipt. If the chassis are not converted within this timeframe of delivery, the Company generally purchases the chassis and records the inventory. The Company’s contingent liability under such agreements was $69,210 and $85,523 as of October 31, 2015 and 2014, respectively.

Repurchase Commitments: The Company has entered into repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer, generally not exceeding two years. The Company’s outstanding obligations under such agreements were $218,611 and $216,414 as of October 31, 2015 and 2014, respectively. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the potential loss on the resale value of the inventory which is required to be repurchased. Losses incurred under such arrangements have not been significant and the Company’s expects this pattern to continue into the future. The estimated liability for losses on contracts outstanding at October 31, 2015 and 2014 is immaterial.

Guarantee Arrangements: The Company is party to multiple agreements whereby it guarantees indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts were $656 at October 31, 2015. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. If the financial condition of the customers and/or dealers were to deteriorate and result in their inability to make payments, then additional accruals may be required. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations. In the event that this occurs, the Company cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of the amounts reserved. Any losses under these guarantees would generally be mitigated by

F-33

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

the value of any underlying collateral, including financed equipment, and are generally subject to the finance company’s ability to provide the Company clear title to foreclosed equipment and other conditions. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

Environmental Remediation Costs: The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. The liabilities are developed based on currently available information and reflect the participation of other potentially responsible parties, depending on the parties’ financial condition and probable contribution. The accruals are recorded at undiscounted amounts and are reflected as liabilities on the Company’s consolidated balance sheets. Recoveries of environmental remediation costs from other parties are recorded as assets when their receipt is deemed probable. The accruals are adjusted as further information develops or circumstances change. Environmental remediation costs were nil for fiscal years 2015, 2014 and 2013.

Other Matters: The Company is subject to certain legal proceedings that arise in the ordinary course of business. Although the final results of all such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution of all such matters and claims will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

Note 19. Related Party Transactions

During fiscal years 2015, 2014 and 2013, the Company reimbursed its primary equity holder for expenses in the amount of $1,069, $2,093 and $750, respectively. These expenses are included in selling, general and administrative in the Company’s consolidated statements of operations.

Certain production facilities and offices for two of the Company’s subsidiaries are leased from related parties owned by certain members of management. Rent expense paid under these arrangements during fiscal years 2015, 2014 and 2013 was $513, $567 and $567, respectively. Future minimum lease payments under these leases total as follows: 2016 and 2017 were $567 each year and 2018 has $337.

The Company engages with an information technology, software and consulting company in which the Company’s CEO has a material equity interest. Services being provided include software development and installation. The Company made payments of $1,885 in fiscal year 2015 to this information technology, software and consulting company. These costs are recorded in property, plant and equipment on the Company’s consolidated balance sheet.

In fiscal year 2013, the Company issued 118,076 shares of Class B common stock for $43,039, or $365 per common share to its primary equity holder.

In August 2012, the Company entered into a $34,067 PIK note (“PIK Note”) with its parent company. The PIK Note, which bore interest at 14%, was repaid in May 2013.

Note 20. Subsequent Events

In November 2015 the Company entered into an asset purchase agreement with Hall-Mark Fire Apparatus, Inc. (“Hall-Mark”) to acquire certain assets and certain specified liabilities of Hall-Mark for total cash consideration of up to $3,000, consisting of $2,000 payable upon closing and up to $1,000 payable over five years. The transaction is subject to customary closing conditions and is expected to close during the quarter ending January 30, 2016.

F-34

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Note 21. Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding. Diluted EPS is computed by dividing net income by the weighted average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of the dilutive effect of outstanding stock options. The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average shares outstanding for fiscal years 2015, 2014 and 2013:

	Fiscal Year Ended October 31,
	2015		2014		2013
Basic weighted-average common shares outstanding		659,517		659,866		593,203
Dilutive stock options		720		102		15
Diluted weighted-average common shares		660,237		659,968		593,218

The Company excludes stock options that have an anti-dilutive effect from its calculation of weighted-average shares outstanding assuming dilution. There were 33,350, 35,100 and 9,500 shares as of October 31, 2015, October 31, 2014 and October 31, 2013, respectively, which were excluded from the calculation of diluted weighted-average common shares outstanding as the impact would have been anti-dilutive on earnings per share.

Note 22. Business Segment Information

The Company is organized into three reportable segments based on management’s process for making operating decisions, allocating capital and measuring performance, and based on the similarity of products, customers served, common use of facilities and economic characteristics. The Company’s segments are as follows:

Fire & Emergency: This segment includes E-ONE, Inc., American Emergency Vehicles, Inc., Leader Emergency Vehicles, Inc., Horton Enterprises, Inc. and Wheeled Coach, Inc. These business units manufacture and market commercial and custom fire and emergency vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers in the United States and other countries.

Commercial: This segment includes Collins Bus, Champion Bus, Inc., Goshen Coach, Inc., ENC, ElDorado National (Kansas), Inc., Capacity and Lay-Mor. Collins Bus manufactures, markets and distributes school buses, normally referred to as Type A school buses, as well as shuttle buses used for churches, transit authorities, hotels and resorts, retirement centers and other similar uses. Champion Bus, Inc., Goshen Coach, Inc., ENC, and ElDorado National (Kansas), Inc. manufacture, market and distribute shuttle buses and mobility vans for transit, airport car rental and hotel/motel shuttles, tour and charter operations and other uses under well-established brand names such as under Krystal and Federal Coach. Capacity manufactures, markets and distributes trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports. Lay-Mor manufactures, markets and distributes industrial sweepers for both the commercial and rental markets.

Recreation: This segment includes REV Recreation Group, Inc. (“RRG”), and Goldshield Fiberglass, Inc. (“Goldshield”), and their respective manufacturing facilities, service and parts divisions. RRG primarily manufactures, markets and distributes Class A and Class C mobile recreational vehicles in both gas and diesel models. Goldshield manufactures, markets and distributes fiberglass reinforced molded parts to a diverse cross section of OEM and other commercial and industrial customers, including various components for RRG, which is one of Goldshield’s primary customers.

F-35

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

In considering the financial performance of the business, the chief operating decision maker analyzes the primary financial performance measure of Adjusted EBITDA. Adjusted EBITDA is defined as net income for the relevant period before depreciation and amortization, interest expense and provision (benefit) for income taxes, as adjusted for sponsor expenses, restructuring costs, and stock-based compensation, that the Company believes are not indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a measure defined by U.S. GAAP, but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of this performance measure to income before provision for income taxes is included below.

The Company believes that Adjusted EBITDA is useful to investors and used by management for measuring profitability because the measure excludes the impact of certain items which management believes has less bearing on the Company’s core operating performance. The Company believes that utilizing Adjusted EBITDA allows for a more meaningful comparison of operating fundamentals between companies within the Company’s industry by eliminating the impact of capital structure and taxation differences between the companies.

The Company also adjusts for exceptional items which are determined to be those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence, which include non-cash items and items settled in cash. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. This is consistent with the way that financial performance is measured by management and reported to our Board of Directors, assists in providing a meaningful analysis of the Company’s operating performance and used as a measurement in incentive compensation for management.

For purposes of measuring performance of its business segments, the Company does not allocate to individual business segments costs or items that are not operational in or organizational or are functional expenses of a corporate nature. The caption “corporate and other” includes corporate office expenses, results of insignificant operations, intersegment eliminations and income and expense not allocated to reportable segments.

Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate activities.

Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing which is intended to be reflective of the contribution made by the supplying business segment. All intersegment transactions have been eliminated in consolidation.

Selected financial information of the Company’s segments is as follows:

	Fiscal Year 2015
	Fire & Emergency		Commercial		Recreation		Corporate and Other			Consolidated
Sales:
Net Sales—External Customers	$	620,161	$	701,980	$	412,940	$	—		$	1,735,081
Net Sales—Intersegment	$	—	$	—	$	10,039	$	(10,039	)	$	—
Depreciation and amortization	$	7,315	$	8,703	$	2,634	$	432		$	19,084
Capital expenditures	$	3,353	$	3,301	$	2,710	$	6,066		$	15,430
Identifiable assets	$	276,244	$	267,188	$	129,706	$	22,683		$	695,821
Adjusted EBITDA	$	63,306	$	39,095	$	1,507	$	(13,782	)

F-36

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

	Fiscal Year 2014
	Fire & Emergency		Commercial		Recreation		Corporate and Other			Consolidated
Sales:
Net Sales—External Customers	$	567,714	$	654,432	$	498,970	$	—		$	1,721,116
Net Sales—Intersegment	$	—	$	—	$	10,399	$	(10,399	)	$	—
Depreciation and amortization	$	7,586	$	8,427	$	2,423	$	465		$	18,901
Capital expenditures	$	3,433	$	3,116	$	4,987	$	531		$	12,067
Identifiable assets	$	287,476	$	262,290	$	144,483	$	11,438		$	705,687
Adjusted EBITDA	$	37,544	$	34,273	$	2,001	$	(12,305	)

	Fiscal Year 2013
	Fire & Emergency		Commercial		Recreation		Corporate and Other			Consolidated
Sales:
Net Sales—External Customers	$	484,282	$	227,582	$	461,187	$	—		$	1,173,051
Net Sales—Intersegment	$	—	$	—	$	8,711	$	(8,711	)	$	—
Depreciation and amortization	$	7,652	$	3,813	$	2,459	$	453		$	14,377
Capital expenditures	$	3,153	$	1,880	$	3,616	$	461		$	9,110
Identifiable assets	$	273,774	$	258,342	$	149,735	$	25,387		$	707,238
Adjusted EBITDA	$	33,577	$	11,133	$	6,473	$	(7,145	)

Provided below is a reconciliation of segment Adjusted EBITDA to income before provision for income taxes:

	2015			2014			2013
Fire & Emergency Adjusted EBITDA	$	63,306		$	37,544		$	33,577
Commercial Adjusted EBITDA		39,095			34,273			11,133
Recreation Adjusted EBITDA		1,507			2,001			6,473
Corporate and Other Adjusted EBITDA		(13,782	)		(12,305	)		(7,145	)
Depreciation and amortization		(19,084	)		(18,901	)		(14,377	)
Interest expense		(27,272	)		(26,195	)		(23,222	)
Transaction expenses		—			(1,166	)		(6,378	)
Sponsor expenses		(1,069	)		(2,093	)		(750	)
Restructuring costs		(4,652	)		(7,516	)		(11,178	)
Stock-based compensation expense		(3,237	)		(859	)		(265	)
Loss on early extinguishment of debt		—			—			(9,220	)
Non-cash purchase accounting		—			—			(1,600	)
Bargain purchase gain		—			—			36,495
Income before provision for income taxes	$	34,812		$	4,783		$	13,543

F-37

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

The following tables present net sales by geographic region based on product shipment destination for fiscal years 2015, 2014 and 2013:

	Fiscal Year 2015
	U.S. and Canada			Europe/ Africa		Middle East		Rest of World		Total
Fire & Emergency	$	589,311		$	720	$	23,924	$	6,206	$	620,161
Commercial		685,382			1,024		188		15,386		701,980
Recreation		407,504			—		—		5,436		412,940
Total Net Sales—External Customers	$	1,682,197		$	1,744	$	24,112	$	27,028	$	1,735,081
Intersegment Sales	$	10,039			—		—		—		—
Corporate Eliminations		(10,039	)		—		—		—		—

	Fiscal Year 2014
	U.S. and Canada			Europe/ Africa		Middle East		Rest of World		Total
Fire & Emergency	$	529,849		$	2,433	$	23,693	$	11,739	$	567,714
Commercial		642,701			960		370		10,401		654,432
Recreation		498,864			—		—		106		498,970
Total Net Sales—External Customers	$	1,671,414		$	3,393	$	24,063	$	22,246	$	1,721,116
Intersegment Sales	$	10,399			—		—		—		—
Corporate Eliminations		(10,399	)		—		—		—		—

	Fiscal Year 2013
	U.S. and Canada			Europe/ Africa		Middle East		Rest of World		Total
Fire & Emergency	$	468,875		$	1,875	$	5,539	$	7,993	$	484,282
Commercial		212,567			929		1,384		12,702		227,582
Recreation		460,123			984		—		80		461,187
Total Net Sales—External Customers	$	1,141,565		$	3,788	$	6,923	$	20,775	$	1,173,051
Intersegment Sales	$	8,711			—		—		—		—
Corporate Eliminations		(8,711	)		—		—		—		—

F-38

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Note 23. Quarterly Information (Unaudited)

The summarized quarterly financial data presented below reflect all adjustments, which in the opinion of management, are of a normal and recurring nature necessary to present fairly the results of operations for the periods presented. Annual amounts may not sum due to rounding. In thousands, except for per share amounts.

Fiscal Year 2015

	First Quarter			Second Quarter		Third Quarter		Fourth Quarter		Total Year
Net sales	$	383,552		$	438,158	$	450,343	$	463,028	$	1,735,081
Cost of sales		349,700			394,147		401,935		407,345		1,553,127
Gross profit		33,852			44,011		48,408		55,683		181,954
Operating expense
Selling, general and administrative		23,024			27,833		24,584		26,868		102,309
Research and development		1,581			1,678		1,485		362		5,106
Restructuring costs		—			2,359		909		601		3,869
Amortization of intangible assets		2,130			2,148		2,148		2,160		8,586
Total operating expenses		26,735			34,018		29,126		29,991		119,870
Interest expense		7,020			7,114		6,722		6,416		27,272
Income before provision for income taxes		97			2,879		12,560		19,276		34,812
Provision (benefit) for income taxes		(184	)		1,067		4,286		6,766		11,935
Net income	$	281		$	1,812	$	8,274	$	12,510	$	22,877
Earnings per share
Basic	$	0.43		$	2.74	$	12.52	$	19.05	$	34.69
Diluted	$	0.43		$	2.73	$	12.51	$	18.99	$	34.65

Fiscal Year 2014

	First Quarter			Second Quarter			Third Quarter		Fourth Quarter		Total Year
Net sales	$	361,003		$	418,276		$	448,418	$	493,419	$	1,721,116
Cost of sales		333,555			383,493			404,887		435,942		1,557,877
Gross profit		27,448			34,783			43,531		57,477		163,239
Operating expense
Selling, general and administrative		24,927			27,168			24,263		35,462		111,820
Research and development		8			1,958			2,117		4,192		8,275
Restructuring costs		—			2,458			—		918		3,376
Amortization of intangible assets		2,122			2,326			1,932		2,410		8,790
Total operating expenses		27,057			33,910			28,312		42,982		132,261
Interest expense		5,763			6,565			6,608		7,259		26,195
Income (loss) before provision for income taxes		(5,372	)		(5,692	)		8,611		7,236		4,783
Provision (benefit) for income taxes		(1,957	)		(2,284	)		3,630		3,906		3,295
Net income (loss)	$	(3,415	)	$	(3,408	)	$	4,981	$	3,330	$	1,488
Earnings (loss) per share
Basic	$	(5.17	)	$	(5.16	)	$	7.56	$	5.05	$	2.26
Diluted	$	(5.17	)	$	(5.16	)	$	7.56	$	5.05	$	2.25

F-39

REV Group, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(Dollars in thousands)

Schedule II—Valuation and Qualifying Accounts

The valuation and qualifying accounts for the years ended October 31, 2015, 2014 and 2013 are as follows:

	Balance at Beginning of Year		Charge to Costs and Expenses		Utilization of Reserve			Other, Such as Rate Changes or Foreign Currency Changes			Balance at End of Year
Year ended October 31, 2013
Deferred tax valuation allowance	$	2,354		—	$	(1,721	)	$	167		$	800
Year End October 31, 2014
Deferred tax valuation allowance		800		—		—			(4	)		796
Year End October 31, 2015
Deferred tax valuation allowance		796		—		—			1			797

F-40

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)

	July 30, 2016			October 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	17,266		$	4,968
Receivables, net		160,932			113,059
Inventories, net		358,202			246,962
Deferred income taxes		30,869			23,599
Other current assets		15,166			13,924
Total current assets		582,435			402,512
Property, plant and equipment, net		134,474			89,145
Goodwill		84,595			82,825
Intangibles assets, net		126,515			118,903
Other long-term assets		2,984			2,436
Total assets	$	931,003		$	695,821
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current maturities of notes payable, bank and other long-term debt	$	249		$	236
Accounts payable		105,843			69,950
Customer advances		80,821			36,489
Accrued warranty		23,229			18,153
Other current liabilities		70,421			55,073
Total current liabilities		280,563			179,901
Notes payable, bank and other long-term debt, less current maturities		330,432			212,394
Deferred income taxes		46,727			45,604
Other long-term liabilities		25,264			18,008
Total liabilities		682,986			455,907
Contingently redeemable common stock (20,922 and 25,803 shares outstanding, respectively)		16,099			15,350
Commitments and contingencies
Shareholders’ Equity:
Preferred stock ($.001 par value, 5,000 shares authorized, none issued or outstanding)		—			—
Common stock—Class A ($.001 par value, 575,000 shares authorized; 111,846 and 106,695 shares issued (excluding contingently redeemable common stock), 86,314 and 97,337 shares outstanding, respectively)		—			—
Common stock—Class B ($.001 par value, 540,000 shares authorized; 533,554 shares issued and outstanding)		—			—
Additional paid-in capital		208,165			204,624
Retained earnings		38,792			24,607
Accumulated other comprehensive loss		(103	)		(26	)
Common stock in treasury, at cost (25,532 and 9,628 shares respectively)		(14,936	)		(4,641	)
Total shareholders’ equity		231,918			224,564
Total liabilities and shareholders’ equity	$	931,003		$	695,821

See Notes to Condensed Unaudited Consolidated Financial Statements.

F-41

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

	Three Months Ended				Nine Months Ended
	July 30, 2016		August 1, 2015		July 30, 2016		August 1, 2015
Net sales	$	528,238	$	450,343	$	1,381,247	$	1,272,052
Cost of sales		464,285		401,935		1,223,635		1,145,786
Gross profit		63,953		48,408		157,612		126,266
Operating expenses:
Selling, general and administrative		35,481		24,584		97,901		75,429
Research and development costs		1,330		1,485		3,763		4,744
Restructuring		57		909		2,807		3,268
Amortization of intangible assets		2,505		2,148		6,948		6,438
Total operating expenses		39,373		29,126		111,419		89,879
Operating income		24,580		19,282		46,193		36,387
Interest expense		7,364		6,722		20,828		20,851
Income before provision for income taxes		17,216		12,560		25,365		15,536
Provision for income taxes		4,136		4,286		7,254		5,170
Net income	$	13,080	$	8,274	$	18,111	$	10,366
Earnings per common share:
Basic	$	20.70	$	12.52	$	28.02	$	15.70
Diluted	$	20.60	$	12.51	$	27.79	$	15.67

See Notes to Condensed Unaudited Consolidated Financial Statements.

F-42

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Comprehensive Income

(Dollars in thousands)

	Three Months Ended					Nine Months Ended
	July 30, 2016			August 1, 2015		July 30, 2016			August 1, 2015
Net income	$	13,080		$	8,274	$	18,111		$	10,366
Other comprehensive income (loss), net of tax		(103	)		240		(77	)		132
Comprehensive income	$	12,977		$	8,514	$	18,034		$	10,498

See Notes to Condensed Unaudited Consolidated Financial Statements.

F-43

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

	Nine Months Ended
	July 30, 2016			August 1, 2015
Cash flows from operating activities:
Net income	$	18,111		$	10,366
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		17,115			14,230
Amortization of debt issuance costs		1,697			1,768
Amortization of senior note discount		150			165
Stock-based compensation expense		12,298			2,762
Deferred income taxes		(5,979	)		(6,832	)
(Gain) Loss on disposal of property, plant and equipment		(207	)		10
Changes in operating assets and liabilities:
Receivables, net		(32,120	)		250
Inventories, net		(40,623	)		(35,167	)
Other current assets		(48	)		(4,664	)
Accounts payable		21,169			9,605
Accrued warranty		(3,522	)		(4,687	)
Customer advances		(3,951	)		4,886
Other liabilities		6,281			(3,930	)
Long-term assets		(1,580	)		(306	)
Net cash used in operating activities		(11,209	)		(11,544	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(30,566	)		(8,750	)
Proceeds from sale of property, plant and equipment		1,113			—
Acquisition of businesses, net of cash acquired		(31,729	)		—
Acquisition of Ancira assets		(6,435	)		—
Other		—			(187	)
Net cash used in investing activities		(67,617	)		(8,937	)
Cash flows from financing activities:
Net proceeds from borrowings under revolving credit facility		116,919			12,248
Repayment of debt assumed from acquisition		(3,698	)		—
Payment of debt issuance costs		(704	)		—
Dividends paid on preferred shares		—			(186	)
Repayment of long-term debt and capital leases		(179	)		(108	)
Net proceeds from the issuance of common stock		—			2,000
Redemption of common stock		(21,214	)		(5,458	)
Payments received on stock subscription receivable		—			48
Net cash provided by financing activities		91,124			8,544
Net increase (decrease) in cash and cash equivalents		12,298			(11,937	)
Cash and cash equivalents, beginning of period		4,968			12,519
Cash and cash equivalents, end of period	$	17,266		$	582

See Notes to Condensed Unaudited Consolidated Financial Statements. (continued)

F-44

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statements of Cash Flows

(Dollars in thousands)

	Nine Months Ended
	July 30, 2016		August 1, 2015
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	22,329	$	23,028
Income taxes, net of refunds	$	5,093	$	10,235

See Notes to Condensed Unaudited Consolidated Financial Statements.

F-45

REV Group, Inc. and Subsidiaries

Condensed Unaudited Consolidated Statement of Shareholders’ Equity and Contingently Redeemable Common Stock

(Dollars in thousands)

	Common Stock— Class A					Common Stock— Class B				Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Common Stock in Treasury			Total Equity			Contingently Redeemable Common Stock
	Amount		Number of Shares Outstanding			Amount		Number of Shares Outstanding																	Number of Shares Outstanding		Amount
Balance at October 31, 2015	$	—		97,337		$	—		533,554	$	204,624		$	24,607		$	(26	)	$	(4,641	)	$	224,564			25,803	$	15,350
Net income		—		—			—		—		—			18,111			—			—			18,111			—		—
Other comprehensive income		—		—			—		—		—			—			(77	)		—			(77	)		—		—
Stock-based compensation expense		—		—			—		—		1,081			—			—			—			1,081			—		—
Redemption of common shares		—		(15,904	)		—		—		(717	)		—			—			(10,295	)		(11,012	)		—		—
Payments received on share subscription receivable		—		—			—		—		—			—			—			—			—			—		—
Change in value of contingently redeemable common stock		—		—			—		—		—			(3,926	)		—			—			(3,926	)		—		3,926
Reclassification of contingently redeemable common stock		—		4,881			—		—		3,177			—			—			—			3,177			(4,881)		(3,177	)
Balance at July 30, 2016	$	—		86,314		$	—		533,554	$	208,165		$	38,792		$	(103	)	$	(14,936	)	$	231,918			20,922	$	16,099

See Notes to Condensed Unaudited Consolidated Financial Statements.

F-46

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

Note 1. Nature of Operations and Basis of Presentation

REV Group, Inc. (formerly Allied Specialty Vehicles, Inc.) is one of North America’s leading manufacturers of specialty vehicles serving three market segments: Fire & Emergency, Commercial, and Recreation. The Company’s Fire & Emergency business is conducted through its wholly owned subsidiaries Halcore Group, Inc., Wheeled Coach Industries, Inc., E-ONE, Inc. and Kovatch Mobile Equipment Corp. The Company’s Commercial business is conducted through its wholly owned subsidiaries Collins Bus Corporation, Capacity of Texas Inc., Mobile Products, Inc., Champion Bus, Inc., General Coach America, Inc., Goshen Coach, Inc., ElDorado National (California), Inc. and ElDorado National Kansas, Inc. The Company’s Recreation vehicle business is conducted through its wholly owned subsidiaries REV Recreation Group, Inc. and Goldshield Fiberglass, Inc. Effective November 1, 2015, Allied Specialty Vehicles, Inc. changed its name to REV Group, Inc. (collectively, the “Company” or “REV”).

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation: The condensed unaudited consolidated financial statements include the accounts of REV and all of its subsidiaries and are prepared in conformity within generally accepted accounting principles in the United States of America (“U.S. GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly REV’s consolidated financial position as of July 30, 2016 and October 31, 2015, and the consolidated results of operations and comprehensive income for the three and nine months ended July 30, 2016 and August 1, 2015 and the consolidated cash flows for the nine months then ended. The condensed unaudited consolidated statements of operations and comprehensive income for the three and nine months ended July 30, 2016 and August 1, 2015 are not necessarily indicative of the results to be expected for the full year. The condensed unaudited consolidated balance sheet data as of October 31, 2015 was derived from audited financial statements, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto.

In May 2016, the Company’s fiscal year-end date was moved from October 31 to the last Saturday in October of each fiscal year. Therefore, the Company’s year-end date for its fiscal year 2016 will be October 29, 2016.

Use of Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Income: Comprehensive income includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s shareholders. Other comprehensive income or loss refers to revenues, expenses, gains and losses that are included in comprehensive income, but excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity.

F-47

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

The components of accumulated other comprehensive income (loss) are as follows:

	Nine Months Ended August 1, 2015
	Increase / (Decrease) in Fair Value of Derivatives		Other			Accumulated Other Comprehensive Income/(Loss)
Balance at 10/31/14	$	15	$	79		$	94
Changes		170		(38	)		132
Balance at 8/1/15	$	185	$	41		$	226

	Nine Months Ended July 30, 2016
	Increase / (Decrease) in Fair Value of Derivatives			Other			Accumulated Other Comprehensive Income/(Loss)
Balance at 10/31/15	$	58		$	(84	)	$	(26	)
Changes		(261	)		184			(77	)
Balance at 7/30/16	$	(203	)	$	100		$	(103	)

Subsequent Events: The Company evaluated subsequent events through October 24, 2016, the date on which the financial statements were available to be issued.

Note 3. Acquisitions

Kovatch Mobile Equipment Acquisition

On April 22, 2016, the Company acquired certain assets and 100% of the common shares of Kovatch Mobile Equipment Corp. (“KME” and the “KME Acquisition”). KME produces a broad portfolio of high-quality and customized specialty fire apparatus vehicles, and markets them to fire-rescue, military, aviation, and industrial customers globally. The purchase price for KME was $39,602 ($30,112 net of cash acquired), subject to an adjustment based on the level of net working capital and debt at closing, as defined in the purchase agreement. The net cash consideration paid at closing was funded through the Company’s ABL Facility. KME is reported as part of the Fire & Emergency segment.

The acquisition of KME has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. Fair value measurements have been applied based on assumptions that market participants would use in pricing of the asset or liability. The accounting for this transaction is preliminary and subject to potential adjustments, no later than one year from the date of acquisition.

As of July 30, 2016 the Company has not completed its assessment of the value of acquired property, plant and equipment, warranty liabilities, deferred income taxes, and environmental matters which existed as of the date of acquisition, as well as the completion of the determination of the final purchase price calculation, as defined in the purchase agreement.

F-48

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for KME:

Assets:
Cash	$	9,490
Receivables, net		12,617
Inventories, net		67,899
Deferred income taxes		6,044
Other current assets		1,580
Property, plant and equipment		15,332
Intangible assets, net		10,950
Other long-term assets		39
Total assets acquired		123,951
Liabilities:
Accounts payable		13,834
Customer advances		43,438
Accrued warranty		14,357
Deferred income taxes		5,876
Other current liabilities		8,246
Total liabilities assumed		85,751
Net Assets Acquired		38,200
Consideration Paid		39,602
Goodwill	$	1,402

Intangible assets acquired as a result of the KME Acquisition are as follows:

Customer relationships (9 year life)	$	8,550
Trade names (indefinite life)		2,400
Total intangible assets, net	$	10,950

Sales and operating loss for the nine months ended July 30, 2016 attributable to the KME acquisition were $50.3 million and $1.5 million, respectively. The Company has not included pro forma financial information as if the acquisition had occurred on November 1, 2014, since KME was not considered significant.

Hall-Mark Fire Apparatus Acquisition

On November 20, 2015, the Company acquired certain assets and assumed certain liabilities of Hall-Mark Fire Apparatus Inc. (“Hall-Mark”, the “Hall-Mark Acquisition”). The purchase price was $3,000 in cash with $2,000 paid at closing and $1,000 payable in quarterly installments over the next five years. Additionally, the Company assumed $3,698 of Hall-Mark’s debt, offset by $385 of cash acquired. The net cash consideration paid at closing was funded through the Company’s ABL Facility. Hall-Mark is reported as part of the Fire & Emergency segment.

The Hall-Mark Acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. Fair value measurements have been applied based on assumptions that market participants would use in pricing of the asset or liability.

F-49

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

The following table summarizes the fair values of the assets acquired and liabilities assumed for Hall-Mark:

Assets:
Cash	$	385
Accounts receivable		3,135
Inventories		2,718
Prepaids & other assets		3,493
Property, plant and equipment		191
Trade names		870
Customer relationships		750
Order backlog		220
Non-compete Agreements		530
Total assets acquired		12,292
Liabilities
Accounts payable		891
Other current liabilities		226
Customer deposits		4,845
Debt		3,698
Total liabilities assumed		9,660
Net Assets Acquired		2,632
Consideration Paid		3,000
Goodwill	$	368

The Hall-Mark trade names will be amortized over five years, customer lists will be amortized over nine years, non-compete agreements will be amortized over six years and the order backlog is being amortized over a one-year period.

Sales and operating income for the nine months ended July 30, 2016 attributable to the Hall-Mark acquisition was $25.7 million and $0.1 million, respectively. The Company has not included pro forma financial information as if the acquisition had occurred on November 1, 2014, since Hall-Mark was not considered significant.

Ancira Acquisition

In December 2015, the Company entered into an agreement to acquire the land, building, and inventory of a recreational vehicle dealer in Texas (“Ancira”, “Ancira Acquisition”). The purchase price for the Ancira Acquisition was approximately $20.0 million.

As the Company did not acquire any business processes, namely the dealer license from this dealer, the Ancira Acquisition was accounted for as an asset acquisition, and accordingly, the total purchase price was allocated to the assets acquired based on their relative fair value. No intangible assets were acquired or recognized.

The following table summarizes the allocated cost of the assets acquired in the Ancira Acquisition:

Inventory	$	13,541
Land & land improvements		1,400
Building & improvements		4,849
Machinery & equipment		186
Total purchase price	$	19,976

F-50

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

Note 4. Inventories

Inventories, net of reserves, consisted of the following:

	July 30, 2016			October 31, 2015
Chassis	$	39,498		$	30,765
Raw materials		119,486			86,533
Work in process		153,882			97,251
Finished products		57,568			40,454
		370,434			255,003
Less: reserves		(12,232	)		(8,041	)
Total inventories, net	$	358,202		$	246,962

Note 5. Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	July 30, 2016			October 31, 2015
Land & land improvements	$	15,565		$	11,579
Buildings & improvements		84,859			60,546
Machinery & equipment		69,609			46,250
Office furniture & fixtures		8,762			7,377
Construction in process		12,155			10,196
		190,950			135,948
Less: accumulated depreciation		(56,476	)		(46,803	)
Total property, plant and equipment, net	$	134,474		$	89,145

Depreciation expense was $4,351 and $10,167 for the three and nine months ended July 30, 2016, and was $2,574 and $7,792 for the for the three and nine months ended August 1, 2015, respectively.

Note 6. Goodwill and Intangible Assets

As of July 30, 2016 and October 31, 2015, goodwill in the Fire & Emergency segment was $55,945 and $54,175, respectively. Goodwill in the Commercial segment was $28,650 as of July 30, 2016 and October 31, 2015. There is no goodwill in the Recreation segment.

The change in the net carrying value amount of goodwill consisted of the following:

	Nine Months Ended
	July 30, 2016		August 1, 2015
Balance at beginning of period	$	82,825	$	82,825
Activity during the year:
Acquisition activity		1,770		—
Balance at end of period	$	84,595	$	82,825

F-51

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

Intangible assets (excluding goodwill) consisted of the following:

	Weighted- Average Life		July 30, 2016			October 31, 2015
Finite-lived intangible assets:
Technology-related		7.0	$	724		$	724
Customer relationships		8.6		79,172			69,872
Order backlog		1.0		220			—
Non-compete agreements		6.0		530			—
Trade names		7.0		3,477			1,367
				84,123			71,963
Less: accumulated amortization				(45,371	)		(38,423	)
				38,752			33,540
Indefinite-lived trade names				87,763			85,363
Total intangible assets, net			$	126,515		$	118,903

Amortization expense was $2,505 and $6,948 for the three and nine months ended July 30, 2016 and was $2,148 and $6,438 for the three and nine months ended August 1, 2015, respectively.

Note 7. Other Current Liabilities

Other current liabilities consisted of the following:

	July 30, 2016		October 31, 2015
Payroll and related benefits and taxes	$	24,587	$	20,629
Incentive compensation		9,181		7,104
Customer sales program		2,952		3,292
Restructuring costs		1,543		1,776
Interest		5,686		9,036
Income taxes payable		4,629		—
Stock options		2,230		1,214
Other		19,613		12,022
Total other current liabilities	$	70,421	$	55,073

Note 8. Notes Payable, Bank and Other Long-Term Debt

The Company was obligated under the following debt instruments:

	July 30, 2016			October 31, 2015
Senior secured facility:
Senior secured notes, net of debt discount ($554 and $704) and debt issuance costs ($4,265 and $5,426)	$	195,181		$	193,870
ABL Facility		135,143			18,224
Capital leases		357			536
		330,681			212,630
Less: current maturities		(249	)		(236	)
Long-term maturities of notes payable, bank and other long-term debt	$	330,432		$	212,394

F-52

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

Senior Secured Notes

On October 21, 2013, the Company issued (“Offering”) $200,000 in aggregate principal amount of its 8.5% Senior Secured Notes (the “Notes”). The net proceeds from the Offering, together with net proceeds from the Company’s Asset Based Lending Facility (“ABL Facility”, defined below) were used to finance the Thor Bus Acquisition in fiscal year 2013 and to repay all outstanding debt existing at the time of the Offering.

The Notes mature on November 1, 2019. All principal is due in full on the maturity date. Interest accrues on the Notes at the rate of 8.5% per annum, payable semi-annually in arrears on May 1 and November 1 each year.

The Notes are guaranteed by all direct and indirect wholly owned domestic subsidiaries of the Company that guarantee debt under the ABL Facility described below. The Notes are secured by a first priority lien on substantially all of the guarantors’ assets other than accounts receivable and inventory, and related assets, pledged under the ABL Facility. The Notes are also secured by a second priority lien on substantially all of the collateral under the ABL Facility. The Notes are effectively subordinated to debt incurred under the ABL Facility, or other permitted debt facilities and obligations, as defined, to the extent of the value of the assets securing the ABL Facility.

At any time prior to November 1, 2016, the Company may, on any one or more occasions, redeem up to 35% of the aggregate principal amount outstanding on the Notes at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more equity offerings of the Company, as defined in the indenture governing the Notes. Such redemption is contingent upon at least 65% of the aggregate principal amount of the Notes originally issued to remain outstanding immediately after such redemption, and the redemption occurring within 90 days of the date of the closing of such Equity Offering. At any time prior to November 1, 2016, the Company may also redeem all or a part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium, as defined, and accrued and unpaid interest on the date of redemption.

On or after November 1, 2016, the Company may redeem all or a part of the Notes at the redemption prices set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date:

104.250% (Year 2016)

102.125% (Year 2017)

100.000% (Year 2018 and thereafter)

Upon a change of control, as defined, each holder of the Notes will have the right to require the Company to repurchase all or any part of the holder’s Notes at 101%, so long as the Note is a minimum of $2,000.

The Notes were issued with an applicable original issue discount (“OID”) of $1,166. The Company also incurred $8,980 in associated debt issuance costs. The OID is being accreted and debt issuance costs are being amortized over the debt term using the effective interest method. The principal on the Notes is being reported on the consolidated balance sheets net of the unamortized OID of $554 and $704 at July 30, 2016 and October 31, 2015, respectively. The unamortized debt issuance costs are being reported on the accompanying consolidated balance sheets in other long-term assets and totaled $6,580 and $7,556 at July 30, 2016 and October 31, 2015, respectively. The Notes contain certain financial covenants. The Company was in compliance with all financial covenants under the Notes as of July 30, 2016.

At July 30, 2016, the Company had $200,000 in principal outstanding under the Notes.

F-53

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

ABL Facility

Effective October 21, 2013, the Company entered into a $150,000 senior secured revolving credit and guaranty agreement (the Asset Based Lending or “ABL Facility”) with a syndicate of lenders. The ABL Facility consists of: (i) Revolving Loans, (ii) Swing Line Loans, and (iii) Letters of Credit, aggregating up to a combined maximum of $150,000. The total amount borrowed was subject to a $15,000 sublimit for Swing Line Loans, and a $25,000 sublimit for Letters of Credit, along with certain borrowing base and other customary restrictions as defined in the agreement. The Company incurred $3,526 in debt issuance costs related to the ABL Facility.

On April 22, 2016, the Company exercised its $50,000 Incremental Commitment option under the ABL Facility in conjunction with the KME Acquisition, which increased the borrowing capacity under the ABL Facility to $200,000 at that time. All other terms and conditions remain unchanged.

All outstanding principal on the ABL Facility is due and payable on the maturity date of October 21, 2018, unless as otherwise amended per the terms of the agreement. Principal may be repaid at any time during the term of the ABL Facility without penalty. The lenders hold a first priority security interest in essentially all accounts receivable and inventory of the Company, and a second priority security interest in all other assets of the Company. All obligations under the ABL Facility are effectively subordinate to other debt to the extent of the value of collateral other than accounts receivable and inventory.

All Revolving Loans under the ABL Facility bear interest at rates equal to, at the Company’s option, either a Base Rate plus an Applicable Margin, or a Eurodollar Rate plus an Applicable Margin. All Swing Line Loans under the ABL Facility bear interest at a rate equal to a Base Rate plus an Applicable Margin. Applicable Margins were initially set at 0.75% for Base Rate loans and Swing Line Loans, and 1.75% for Eurodollar loans, and are subject to subsequent adjustment as defined in the agreement. Interest is payable quarterly for all loans in which a Base Rate is applied, and is payable either monthly, quarterly, or semi-annually for all loans in which a Eurodollar Rate is applied.

At July 30, 2016, the Company had $135,143 in principal outstanding under Revolving Loans, bearing interest at an average rate of 2.19% per annum. The Company had open Letters of Credit of $6,243 at July 30, 2016.

The ABL Facility contains certain financial covenants. The Company was in compliance with all financial covenants under the ABL Facility as of July 30, 2016.

At July 30, 2016, the Company’s net availability on the ABL Facility was $58,615.

On August 19, 2016, the Company amended the ABL Facility to add an Incremental Commitment option of $100,000, and on same day exercised the Incremental Commitment option. The Amendment and Incremental Commitment increased the borrowing capacity under the ABL Facility to $300,000. All other terms and conditions remain unchanged.

On October 17, 2016, the Company completed an open market purchase of $20 million of its outstanding bonds, which were subsequently cancelled. The Company paid a premium of $0.4 million and $0.8 million of interest accrued up to the date of purchase.

F-54

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

Note 9. Warranties

The Company’s products generally carry explicit warranties that extend from several months to several years, based on terms that are generally accepted in the marketplace. Selected components (such as engines, transmissions, tires, etc.) included in the Company’s end products may include warranties from original equipment manufacturers (“OEM”). These OEM warranties are passed on to the end customer of the Company’s products, and the customer deals directly with the applicable OEM manufacturer for any issues encountered.

Changes in the Company’s warranty liability consisted of the following:

	Nine Months Ended
	July 30, 2016			August 1, 2015
Balance at beginning of period	$	28,453		$	34,316
Warranty provisions		18,730			16,171
Settlements made		(22,252	)		(18,489	)
Warranties for current year acquisitions		14,357			—
Balance at end of period	$	39,288		$	31,998

Accrued warranty is classified in the Company’s consolidated balance sheets as follows:

	July 30, 2016		October 31, 2015
Current liabilities	$	23,229	$	18,153
Other long-term liabilities		16,059		10,300
Total warranty liability	$	39,288	$	28,453

Provisions for estimated warranty and other related costs are recorded at the time of sale and are periodically adjusted to reflect actual experience. Certain warranty and other related claims involve matters of dispute that ultimately are resolved by negotiation, arbitration or litigation. At times, warranty issues arise that are beyond the scope of the Company’s historical experience. The potential liability for these issues is evaluated on a case by case basis.

Note 10. Employee Benefit Plan

The Company has a defined contribution 401(k) plan covering substantially all employees. The plan allows employees to defer up to 100% of their employment income (subject to annual contribution limits imposed by the I.R.S.) after all taxes and applicable benefit deductions. Each employee who elects to participate is eligible to receive Company matching contributions that are based on employee contributions to the plans, subject to certain limitations. Amounts expensed for the Company’s matching and discretionary contributions were $1,591 and $1,365 for the three months and $4,576 and $3,921 for the nine months ended July 30, 2016 and August 1, 2015, respectively.

Note 11. Derivative Financial Instruments and Hedging Activities

Cash Flow Hedges: The Company is exposed to certain risks relating to its ongoing business operations. The primary risk related to cash flows, partially managed by using derivative instruments, is foreign currency exchange rate risk. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk on the collection of receivables denominated in foreign currencies. These derivatives typically require the exchange of a foreign currency for U.S. dollars at a fixed rate at a future date.

F-55

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

To protect against the reduction in value of forecasted foreign currency cash flows resulting from export sales, the Company has instituted a foreign currency cash flow hedging program. The Company hedges portions of its receivables denominated in foreign currencies with forward contracts. When the U.S. dollar weakens against foreign currencies, decreased foreign currency payments are offset by gains in the value of the forward contracts. Conversely, when the U.S. dollar strengthens against foreign currencies, increased foreign currency payments are offset by losses in the value of the forward contracts.

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. The Company generally hedges its exposure to the variability in future cash flows for a maximum of 12 to 18 months.

The ineffective portion of cash flow hedges, which is the remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any, or hedge components excluded from the assessment of effectiveness, is recognized in earnings immediately during the current period as a component of selling, general and administrative expenses in the Company’s consolidated statements of operations.

A net amount of loss of $103 currently reported in accumulated other comprehensive loss is expected to be reclassified to earnings within the next 12 months. The Company had forward foreign exchange contracts with a gross notional value of $4,940 and $5,669 as of July 30, 2016 and October 31, 2015, respectively, designated as cash flow hedges.

Note 12. Shareholders’ Equity

Shares of common stock which are held by employees are eligible to be put to the Company in accordance with the Shareholders Agreement if certain criteria (as defined in the Shareholders Agreement) are met and the former employee or his or her beneficiaries exercises the option to put the shares to the Company in accordance with the Shareholders Agreement. As these provisions are not certain of being met, the shares of common stock held by employees are considered contingently redeemable common stock and recorded as temporary equity on the Company’s consolidated balance sheet until the shares of common stock are either re-purchased by the Company or the put option expires. The put option expires 90 or 180 days after termination of employment, depending on the nature of the termination or upon the sale of the Company or an initial public offering of the Company’s common stock. The value of these shares of common stock are presented at fair value on the consolidated balance sheet. The fair value of the Company’s common stock is calculated by determining our enterprise value by applying an earnings multiple to the Company’s Adjusted EBITDA over the previous 12 months, and deducting outstanding debt. The assumption for forfeitures is based upon historical experience. As the Company has not historically paid dividends on its common stock, we have assumed a 0% dividend rate for all outstanding stock options.

Shareholder Rights: All current shareholders of the Company are a party to the Amended Shareholders Agreement (the “Shareholders Agreement”) which governs the shareholders’ voting rights, right to transfer securities, rights in the event of a sale of the Company or other liquidity event and other special approval rights. Under the terms of the Shareholders Agreement, the Company may be required (at the shareholder’s option) or have the option to purchase the shareholder’s common stock upon termination, disability, death or retirement if the shareholder is an employee. If an employee shareholder is terminated for cause or the employee shareholder departs for any reason other than death, disability or retirement, the purchase price of the common

F-56

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

stock will be the lesser of termination book value or cost. In the case of termination for any other reason and in the case of death, disability or retirement, the purchase price shall be a price per share equal to the fair market value as determined by the Company’s board of directors. Holders of the Company’s Class A common stock have one vote per share and holders of the Company’s Class B common stock have two votes per share.

Note 13. Earnings Per Share

Basic earnings per common share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding including contingently redeemable common stock. Diluted EPS is computed by dividing net income by the weighted-average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of outstanding stock options. The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average shares outstanding for the nine-month period ended July 30, 2016 and August 1, 2015:

	Three Months Ended				Nine Months Ended
	July 30, 2016		August 1, 2015		July 30, 2016		August 1, 2015
Basic weighted-average common shares outstanding		640,870		661,102		646,329		660,454
Dilutive stock options		2,898		360		5,330		874
Diluted weighted-average common shares outstanding		643,768		661,462		651,659		661,328

The Company excludes stock options that have an anti-dilutive effect from its calculation of weighted-average shares outstanding assuming dilution. For the three and nine months ended July 30, 2016, there were 14,100 and 15,750 shares, respectively, which were excluded from the calculation of diluted weighted-average common shares outstanding as the impact would have been anti-dilutive on earnings per share.

For the three and nine months ended August 1, 2015, there were 5,950 and 33,350 shares, respectively, which were excluded from the calculation of diluted weighted-average common shares outstanding as the impact would have been anti-dilutive on earnings per share.

Note 14. Stock Compensation

In April 2010, the Company’s board of directors approved the Company’s 2010 Long-Term Incentive Plan (the “2010 Plan”). Under the 2010 Plan, key employees, including employees who may also be directors or officers of the Company, outside directors, key consultants and key contractors of the Company may be granted incentive stock options, nonqualified stock options, and other share-based awards. The 2010 Plan provides for the granting of options to purchase shares of the Company’s common stock at not less than the fair market value of such shares on the date of grant. Stock options terminate not more than ten years from the date of grant. The 2010 Plan allows acceleration of options upon certain events. The Company recognizes compensation expense for stock options, nonvested stock and performance share awards over the requisite service period for vesting of the award, or to an employee’s eligible retirement date, if earlier and applicable. An aggregate of 80,000 shares were reserved for future awards under the 2010 Plan. At July 30, 2016, the Company had 33,018 remaining shares available for issuance.

Stock Option Awards: Stock options granted have a term of up to 10 years from the grant date. The vesting of these options are either immediate, upon a triggering event or over a period of time. Exercisability of the triggering event options is contingent upon the occurrence of a change in control of the Company, or in certain of the option grants, an initial public offering. The Company estimates the fair value of all stock option awards on the grant date by applying the Black-Scholes option-pricing valuation model. The application of this valuation

F-57

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

model involves assumptions that are highly subjective, judgmental and sensitive in the determination of compensation cost. As of July 30, 2016, the Company could potentially recognize $2,685 of compensation expense if these performance targets were met or were expected by management to be achieved. As of July 30, 2016, the Company had $8,140 of unrecognized compensation expense related to time based vesting options.

During the nine months ended July 30, 2016 and August 1, 2015, the Company paid $11,046 and $1,339, respectively, to redeem performance based stock options. The amount paid per share to redeem these stock options was equal to the fair value of the Company’s common stock on the date of redemption less the stock option exercise price.

As of July 30, 2016 and October 31 2015, there was 20,800 and 16,400 stock options outstanding, respectively, which were considered liability share awards as the underlying shares were eligible to be sold back to the Company as a result of put rights in the Shareholders Agreement, with a period of time which would not subject the shareholder to the risks and rewards of share ownership for a reasonable period of time. The intrinsic value of the vested portion of these stock options was $3,182 and $1,050 as of July 30, 2016 and October 31, 2015, respectively, and is recorded in other current liabilities on the Company’s consolidated balance sheets. The fair value of the vested portion of these stock options was $5,114 and $2,256 at July 30, 2016 and October 31, 2015, respectively.

Note 15. Restructuring Charges

In the second quarter of fiscal year 2015, the Company implemented a restructuring of its management functions and various product lines across the Company. The Company recognized $2,359 of severance and related costs associated with the re-organization, and $783 of inventory obsolescence reserves which were recorded in costs of sales for certain discontinued product lines within the Recreation segment. In the third quarter of fiscal year 2015, the Company completed the restructuring and realignment of the management teams within the Commercial segment and Corporate organization and recognized an additional $909 of costs. At July 30, 2016, $273 of the restructuring costs recorded in fiscal year 2015 remain unpaid and are included in other current liabilities in the Company’s consolidated balance sheet.

In the first quarter of fiscal year 2016, the Company restructured some of its management functions in the Fire & Emergency segment and initiated the relocation of its Corporate office from Orlando, Florida to Milwaukee, Wisconsin. The Company recognized $2,807 of costs associated with this re-organization and office relocation, which included severance, lease termination and other associated expenses. At July 30, 2016, $1,270 of the restructuring costs remain unpaid and are included in other current liabilities in the Company’s consolidated balance sheet.

A summary of the changes in the Company’s restructuring liability is as follows:

	Fiscal Year 2015 Restructuring			Fiscal Year 2016 Restructuring			Total
Balance at October 31, 2015	$	1,776		$	—		$	1,776
Expenses Incurred		—			2,807			2,807
Amounts Paid		(1,503	)		(1,537	)		(3,040	)
Balance at July 30, 2016	$	273		$	1,270		$	1,543

F-58

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

Note 16. Income Taxes

For interim financial reporting, the Company estimates its annual effective tax rate based on the projected income for the full year and records a quarterly tax provision based on the estimated annual effective tax rate, adjusted for any discrete tax items.

The Company’s effective income tax rate was 28.6% and 33.3% for the nine months ended July 30, 2016 and August 1, 2015, respectively. The decrease in the Company’s effective income tax rate for the nine months ended July 30, 2016 relative to the prior year relates primarily to a discrete adjustment to deferred income tax balances. The adjustment is not material to current or previously issued financial statements. The effective tax rate for the nine months ended July 30, 2016 as compared to the U.S. statutory tax rate was favorably impacted by federal income tax incentives and the aforementioned adjustment to deferred income tax balances.

The Company periodically evaluates its valuation allowance requirements in light of changing facts and circumstances, and may adjust its deferred tax asset valuation allowances accordingly. It is reasonably possible that the Company will either add to, or reverse a portion of its then existing deferred tax asset valuation allowances in the future.

The Company’s liability for unrecognized tax benefits, including interest and penalties, was $4,934 as of July 30, 2016 and $4,202 as of October 31, 2015, respectively, and is included in other long-term liabilities on the Company’s consolidated balance sheet. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated statement of operations.

Note 17. Commitments and Contingencies

Market Risks: The Company is contingently liable under bid, performance and specialty bonds and has open standby letters of credit issued by the Company’s banks in favor of third parties as follows:

	July 30, 2016		October 31, 2015
Performance, bid and specialty bonds	$	117,201	$	84,797
Open standby letters of credit		6,243		4,376
Total	$	123,444	$	89,173

Chassis Contingent Liabilities: The Company obtains certain vehicle chassis from automobile manufacturers under converter pool agreements. These agreements generally provide that the manufacturer will supply chassis at the Company’s various production facilities under the terms and conditions set forth in the agreement. The manufacturer does not transfer the certificate of origin to the Company and, accordingly, the chassis are treated as consigned inventory of the automobile manufacturer. Upon being put into production, the Company becomes obligated to pay the manufacturer for the chassis. Chassis are typically converted and delivered to customers within 90 to 120 days of receipt. If the chassis are not converted within this timeframe of delivery, the Company generally purchases the chassis and records the inventory or the Company is obligated to begin paying an interest charge on this inventory until purchased. The Company’s contingent liability under such agreements for future chassis inventory purchases was $80,472 and $69,210 at July 30, 2016 and October 31, 2015, respectively.

Repurchase Commitments: The Company has entered into repurchase agreements with certain lending institutions. The repurchase commitments are on an individual unit basis with a term from the date it is financed by the lending institution through payment date by the dealer or other customer, generally not exceeding two

F-59

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

years. The Company’s outstanding obligations under such agreements were $190,726 and $218,611 as of July 30, 2016 and October 31, 2015, respectively. This value represents the gross value of all vehicles under repurchase agreements and does not take into consideration proceeds that would be received upon resale of repossessed vehicles, which would be used to reduce the Company’s ultimate net liability. Such agreements are customary in the industries in which the Company operates and the Company’s exposure to loss under such agreements is limited by the potential loss on the resale value of the inventory which is required to be repurchased. Losses incurred under such arrangements have not been significant and the Company expects this pattern to continue into the future. The reserve for losses included in other liabilities on contracts outstanding at July 30, 2016 and October 31, 2015 is immaterial.

Guarantee Arrangements: The Company is party to multiple agreements whereby it guarantees indebtedness of others, including losses under loss pool agreements. The Company estimated that its maximum loss exposure under these contracts was $626 and $656 at July 30, 2016 and October 31, 2015, respectively. Under the terms of these and various related agreements and upon the occurrence of certain events, the Company generally has the ability to, among other things, take possession of the underlying collateral. If the financial condition of the customers and/or dealers were to deteriorate and result in their inability to make payments, then additional accruals may be required. While the Company does not expect to experience losses under these agreements that are materially in excess of the amounts reserved, it cannot provide any assurance that the financial condition of the third parties will not deteriorate resulting in the third party’s inability to meet their obligations.

In the event that this occurs, the Company cannot guarantee that the collateral underlying the agreements will be sufficient to avoid losses materially in excess of the amounts reserved. Any losses under these guarantees would generally be mitigated by the value of any underlying collateral, including financed equipment, and are generally subject to the finance company’s ability to provide the Company clear title to foreclosed equipment and other conditions. During periods of economic weakness, collateral values generally decline and can contribute to higher exposure to losses.

Other Matters: The Company is subject to certain legal proceedings that arise in the ordinary course of business. Although the final results of all such matters and claims cannot be predicted with certainty, management believes that the ultimate resolution of all such matters and claims will not have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Actual results could vary, among other things, due to the uncertainties involved in litigation.

Note 18. Related Party Transactions

During the nine months ended July 30, 2016 and August 1, 2015, the Company was charged expenses from its primary equity holder in the amount of $150 and $565, respectively. These expenses are included in selling, general and administrative expenses in the Company’s consolidated statements of operations.

Certain production facilities and offices for two of the Company’s subsidiaries are leased from related parties owned by certain members of management. Rent expense under these arrangements totaled $131 and $142 for the three months and $389 and $425 for the nine months ended July 30, 2016 and August 1, 2015, respectively.

The Company engages with an information technology, software and consulting company in which the Company’s CEO has a material equity interest. Services being provided include software development and installation. The Company made payments of $2,391 and $1,505 during the nine months ended July 30, 2016 and August 1, 2015, respectively, to this information technology, software and consulting company. These costs are recorded in property, plant and equipment on the Company’s consolidated balance sheet.

F-60

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

Note 19. Business Segment Information

The Company is organized into three reportable segments based on management’s process for making operating decisions, allocating capital and measuring performance, and based on the similarity of products, customers served, common use of facilities, and economic characteristics. The Company’s segments are as follows:

Fire & Emergency: This segment includes KME, E-One, Inc., American Emergency Vehicles, Inc., Leader Emergency Vehicles, Inc., Horton Enterprises, Inc. and Wheeled Coach, Inc. These business units manufacture and market commercial and custom fire and emergency vehicles primarily for fire departments, airports, other governmental units, contractors, hospitals and other care providers in the United States and other countries.

Commercial: This segment includes Collins Bus, Champion Bus, Inc., Goshen Coach, Inc., ENC, ElDorado National (Kansas), Inc., Capacity and Lay-Mor. Collins Bus manufactures, markets and distributes school buses, normally referred to as Type A school buses, as well as shuttle buses used for churches, transit authorities, hotels and resorts, retirement centers and other similar uses. Champion Bus, Inc., Goshen Coach, Inc., ENC, and ElDorado National (Kansas), Inc. manufacture, market and distribute shuttle buses and mobility vans for transit, airport car rental and hotel/motel shuttles, tour and charter operations and other uses under well-established brand names such as under Krystal and Federal Coach. Capacity manufactures, markets and distributes trucks used in terminal type operations, i.e., rail yards, warehouses, rail terminals and shipping terminals/ports. Lay-Mor manufactures, markets and distributes industrial sweepers for both the commercial and rental markets.

Recreation: This segment includes REV Recreation Group, Inc. (“RRG”), and Goldshield Fiberglass, Inc. (“Goldshield”), and their respective manufacturing facilities, service and parts divisions. RRG primarily manufactures, markets and distributes Class A and Class C mobile recreational vehicles in both gas and diesel models. Goldshield manufactures, markets and distributes fiberglass reinforced molded parts to a diverse cross section of OEM and other commercial and industrial customers, including various components for RRG, which is one of Goldshield’s primary customers.

In considering the financial performance of the business, the chief operating decision maker analyzes the primary financial performance measure of Adjusted EBITDA. Adjusted EBITDA is defined as net income for the relevant period before depreciation and amortization, interest expense and provision (benefit) for income taxes, as adjusted for sponsor expenses, restructuring costs, and stock based compensation, that the Company believes are not indicative of the Company’s ongoing operating performance. Adjusted EBITDA is not a measure defined by U.S. GAAP, but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of this performance measure to income before provision for income taxes is included below.

The Company believes that Adjusted EBITDA is useful to investors and used by management for measuring profitability because the measure excludes the impact of certain items which management believes has less bearing on the Company’s core operating performance. The Company believes that utilizing Adjusted EBITDA allows for a more meaningful comparison of operating fundamentals between companies within the Company’s industry by eliminating the impact of capital structure and taxation differences between the companies.

The Company also adjusts for exceptional items which are determined to be those that in management’s judgment need to be disclosed by virtue of their size, nature or incidence, which include non-cash items and items settled in cash. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. This is consistent with the way that financial performance is measured by management and reported to our Board of Directors, assists in providing a meaningful analysis of the Company’s operating performance and used as a measurement in incentive compensation for management.

F-61

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

For purposes of measuring performance of its business segments, the Company does not allocate to individual business segments costs or items that are not operational in or organizational or are functional expenses of a corporate nature. The caption “corporate and other” includes corporate office expenses, results of insignificant operations, intersegment eliminations and income and expense not allocated to reportable segments.

Identifiable assets of the business segments exclude general corporate assets, which principally consist of cash and cash equivalents, certain property, plant and equipment and certain other assets pertaining to corporate activities.

Intersegment sales generally include amounts invoiced by a segment for work performed for another segment. Amounts are based on actual work performed and agreed-upon pricing which is intended to be reflective of the contribution made by the supplying business segment. All intersegment transactions have been eliminated in consolidation.

Selected financial information of the Company’s segments is as follows:

	Three Month Period Ended July 30, 2016
	Fire & Emergency		Commercial		Recreation		Corporate and Other			Consolidated
Sales:
Net Sales—External Customers	$	218,144	$	182,946	$	127,148	$	—		$	528,238
Net Sales—Intersegment	$	—	$	—	$	2,814	$	(2,814	)	$	—
Depreciation and amortization	$	2,760	$	1,970	$	1,617	$	509		$	6,856
Capital expenditures	$	2,725	$	925	$	7,540	$	2,810		$	14,000
Identifiable assets	$	458,393	$	269,643	$	164,319	$	38,648		$	931,003
Adjusted EBITDA	$	19,075	$	17,090	$	5,843	$	(8,545	)

	Nine Month Period Ended July 30, 2016
	Fire & Emergency		Commercial		Recreation		Corporate and Other			Consolidated
Sales:
Net Sales—External Customers	$	523,969	$	499,760	$	357,518	$	—		$	1,381,247
Net Sales—Intersegment	$	—	$	—	$	8,186	$	(8,186	)	$	—
Depreciation and amortization	$	6,639	$	6,051	$	3,295	$	1,130		$	17,115
Capital expenditures	$	6,634	$	1,670	$	13,702	$	8,560		$	30,566
Identifiable assets	$	458,393	$	269,643	$	164,319	$	38,648		$	931,003
Adjusted EBITDA	$	55,859	$	37,268	$	6,854	$	(19,140	)

F-62

REV Group, Inc. and Subsidiaries

Notes to the Condensed Unaudited Consolidated Financial Statements

(Dollars in thousands)

	Three Month Period Ended August 1, 2015
	Fire & Emergency		Commercial		Recreation		Corporate and Other			Consolidated
Sales:
Net Sales—External Customers	$	158,346	$	187,450	$	104,547	$	—		$	450,343
Net Sales—Intersegment	$	—	$	—	$	2,344	$	(2,344	)	$	—
Depreciation and amortization	$	1,772	$	2,193	$	668	$	89		$	4,723
Capital expenditures	$	608	$	759	$	608	$	500		$	2,475
Identifiable assets	$	283,302	$	282,091	$	150,603	$	11,838		$	727,834
Adjusted EBITDA	$	16,570	$	11,173	$	1,307	$	(2,632	)

	Nine Month Period Ended August 1, 2015
	Fire & Emergency		Commercial		Recreation		Corporate and Other			Consolidated
Sales:
Net Sales—External Customers	$	449,328	$	517,361	$	305,364	$	—		$	1,272,052
Net Sales—Intersegment	$	—	$	—	$	7,793	$	(7,793	)	$	—
Depreciation and amortization	$	5,517	$	6,520	$	1,850	$	344		$	14,230
Capital expenditures	$	1,862	$	2,403	$	1,949	$	2,536		$	8,750
Identifiable assets	$	283,302	$	282,091	$	150,603	$	11,835		$	727,834
Adjusted EBITDA	$	41,677	$	25,423	$	526	$	(9,631	)

Provided below is a reconciliation of segment Adjusted EBITDA to net income before provision for income taxes:

	Three Month Period Ended						Nine Month Period Ended
	July 30, 2016			August 1, 2015			July 30, 2016			August 1, 2015
Fire & Emergency Adjusted EBITDA	$	19,075		$	16,570		$	55,859		$	41,677
Commercial Adjusted EBITDA		17,090			11,173			37,268			25,423
Recreation Adjusted EBITDA		5,843			1,307			6,854			526
Corporate and Other Adjusted EBITDA		(8,545	)		(2,632	)		(19,140	)		(9,631	)
Depreciation and amortization		(6,856	)		(4,723	)		(17,115	)		(14,230	)
Interest expense		(7,364	)		(6,722	)		(20,828	)		(20,851	)
Transaction expenses		(196	)		—			(1,581	)		—
Sponsor expenses		(25	)		(40	)		(150	)		(565	)
Restructuring costs		(57	)		(909	)		(2,807	)		(4,051	)
Stock-based compensation expense		(1,052	)		(1,464	)		(12,298	)		(2,762	)
Non-cash purchase accounting		(697	)		—			(697	)		—
Income before provision for income taxes	$	17,216		$	12,560		$	25,365		$	15,536

F-63

                Shares

REV Group, Inc.

Common Stock

PROSPECTUS

Goldman, Sachs & Co.

Morgan Stanley

Baird

BMO Capital Markets

Credit Suisse

Deutsche Bank Securities

Jefferies

Wells Fargo Securities

Stifel

                    , 2016

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other expenses of issuance and distribution

The following table sets forth the costs and expenses, other than the underwriting discount, payable by the registrant in connection with the sale of common stock being registered. All amounts are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the FINRA filing fee and the                listing fee.

Item	Amount to be paid
SEC registration fee	$	11,590
FINRA filing fee		15,500
listing fee		*
Blue sky fees and expenses		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer Agent fees and expenses		*
Miscellaneous expenses		*
Total	$	*

* To be completed by amendment.

Item 14. Indemnification of directors and officers

Section 102(b)(7) of the General Corporation Law of the State of Delaware, or the DGCL, enables a corporation to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for liability of directors for unlawful payment of dividends or unlawful stock purchase or redemptions pursuant to Section 174 of the DGCL or (iv) for any transaction from which a director derived an improper personal benefit. Our certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent authorized by the DGCL.

Section 145(a) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the

II-1

right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by law. Our certificate of incorporation also provides that the indemnification and advancement of expenses provided by, or granted pursuant to the certificate of incorporation, are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or otherwise. Section 145(f) of the DGCL further provides that a right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission which is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.

We have also entered into indemnification agreements with certain of our directors and officers. Such agreements generally provide for indemnification by reason of being our director or officer, as the case may be. These agreements are in addition to the indemnification provided by our certificate of incorporation and bylaws.

The underwriting agreement provides that the underwriters are obligated, under certain circumstances, to indemnify our directors, officers and controlling persons against certain liabilities, including liabilities under the Securities Act. Please refer to the form of underwriting agreement filed as Exhibit 1.1 hereto.

We also maintain officers’ and directors’ liability insurance that insures against liabilities that our officers and directors may incur in such capacities. Section 145(g) of the DGCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under that section.

Item 15. Recent sales of unregistered securities

In the three years preceding the filing of this registration statement, the Registrant issued the following securities that were not registered under the Securities Act.

In fiscal year 2015, the Registrant sold              shares of common stock to certain of its directors and employees for aggregate consideration of approximately $2.0 million.

In fiscal year 2014, the Registrant sold              shares of common stock to one of its executive officers for aggregate consideration of $2.5 million.

Since the beginning of fiscal year 2013, the Registrant issued and sold, to its employees and consultants, an aggregate of              shares in connection with the exercise of options granted under its equity compensation plans, at exercise prices ranging from $        to $        per share.

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Since the beginning of fiscal year 2013, the Registrant granted to its employees and consultants options to purchase an aggregate of              shares under its equity compensation plans at exercise prices ranging from $        to $        per share.

Option grants and the issuances of common stock upon exercise of such options were exempt pursuant to Rule 701 and Section 4(a)(2) of the Securities Act.

Item 16. Exhibits and financial statement schedules

(a) Exhibits

See Exhibit Index following the signature page.

(b) Financial statement schedules

See the Index to the Combined Financial Statements and the related notes thereto.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(4) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated

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or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Milwaukee, Wisconsin on October 24, 2016.

REV Group, Inc.
By:	/s/ Tim Sullivan
Name:	Tim Sullivan
	Director and Chief Executive Officer

***

POWER OF ATTORNEY

The undersigned directors and officers of REV Group, Inc. hereby appoint each of Dean Nolden and Pamela Krop, as attorneys-in-fact for the undersigned, with full power of substitution for, and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, any and all amendments (including post-effective amendments) and exhibits to this registration statement on Form S-1 (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933) and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Tim Sullivan Tim Sullivan	Director and Chief Executive Officer (Principal Executive Officer)	October 24, 2016
/s/ Dean Nolden Dean Nolden	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	October 24, 2016
/s/ Paul Bamatter Paul Bamatter	Director	October 24, 2016
/s/ Jean Marie “John” Canan Jean Marie “John” Canan	Director	October 24, 2016
/s/ Dino Cusumano Dino Cusumano	Director	October 24, 2016
/s/ Charles Dutil Charles Dutil	Director	October 24, 2016

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Signature	Title	Date
/s/ Justin Fish Justin Fish	Director	October 24, 2016
/s/ Kim Marvin Kim Marvin	Director	October 24, 2016
/s/ Joel Rotroff Joel Rotroff	Director	October 24, 2016
/s/ Donn Viola Donn Viola	Director	October 24, 2016

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EXHIBIT INDEX

Exhibit number	Description of exhibit
1.1*	Form of Underwriting Agreement
3.1*	Form of Amended and Restated Certificate of Incorporation to be in effect prior to the consummation of the offering made under this Registration Statement
3.2*	Form of Amended and Restated Bylaws to be in effect prior to the consummation of the offering made under this Registration Statement
4.1*	Form of Common Stock Certificate
4.2	Indenture dated October 21, 2013 among the Registrant, the guarantors party thereto and Wells Fargo Bank, National Association
5.1*	Opinion of Davis Polk & Wardwell LLP
10.1*	Form of Amended and Restated Shareholders Agreement
10.2	Revolving Credit and Guaranty Agreement dated as of October 21, 2013 among the Registrant and the guarantors and lenders thereto
10.3	Amendment No. 1 dated August 19, 2016 to the Revolving Credit and Guaranty Agreement dated as of October 21, 2013 among the Registrant and the guarantors and lenders thereto
10.4	Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan
10.5*	Form of Amended and Restated Management Services Agreement
10.6*	Form of Registration Rights Agreement
21.1	Subsidiaries of the Registrant
23.1	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page)

* To be filed by amendment.

EX-4.2

Exhibit 4.2

EXECUTION VERSION

ALLIED SPECIALTY VEHICLES, INC.,

THE GUARANTORS PARTIES HERETO

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS TRUSTEE AND NOTES COLLATERAL AGENT

8.500% Senior Secured Notes due 2019

INDENTURE

Dated as of October 21, 2013

Table of Contents

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.1.	Definitions		1
SECTION 1.2.	Other Definitions		28
SECTION 1.3.	Incorporation by Reference of Trust Indenture Act		29
SECTION 1.4.	Rules of Construction		29
ARTICLE II THE NOTES
SECTION 2.1.	Form, Dating and Terms		30
SECTION 2.2.	Execution and Authentication		37
SECTION 2.3.	Registrar and Paying Agent		38
SECTION 2.4.	Paying Agent to Hold Money in Trust		38
SECTION 2.5.	Holder Lists		39
SECTION 2.6.	Transfer and Exchange		39
SECTION 2.7.	[Reserved]		41
SECTION 2.8.	[Reserved]		41
SECTION 2.9.	[Reserved]		41
SECTION 2.10.	Mutilated, Destroyed, Lost or Stolen Notes		41
SECTION 2.11.	Outstanding Notes		42
SECTION 2.12.	Temporary Notes		42
SECTION 2.13.	Cancellation		42
SECTION 2.14.	Payment of Interest		43
SECTION 2.15.	Computation of Interest		44
SECTION 2.16.	CUSIP, Common Code and ISIN Numbers		44
ARTICLE III COVENANTS
SECTION 3.1.	Payment of Notes		44
SECTION 3.2.	Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		44
SECTION 3.3.	Restricted Payments		48
SECTION 3.4.	Dividend and Other Payment Restrictions Affecting Subsidiaries		51
SECTION 3.5.	Limitation on Sales of Assets and Subsidiary Stock		53
SECTION 3.6.	Limitation on Liens		58
SECTION 3.7.	Limitation on Sale and Leaseback Transactions		58
SECTION 3.8.	Limitation on Affiliate Transactions		59
SECTION 3.9.	Covenant Suspension		60
SECTION 3.10.	Change of Control		61
SECTION 3.11.	Reports		63
SECTION 3.12.	Future Guarantors		64
SECTION 3.13.	Maintenance of Office or Agency		65
SECTION 3.14.	Corporate Existence		65
SECTION 3.15.	Payment of Taxes		65
SECTION 3.16.	Payments for Consent		65
SECTION 3.17.	Compliance Certificate		65
SECTION 3.18.	[Reserved]		66
SECTION 3.19.	Designation of Restricted and Unrestricted Subsidiaries		66
SECTION 3.20.	Stay, Extension and Usury Laws		66

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		Page
ARTICLE IV SUCCESSOR COMPANY
SECTION 4.1.	Merger; Consolidation or Sale of Assets		67
ARTICLE V REDEMPTION AND PREPAYMENT
SECTION 5.1.	Notices to Trustee		69
SECTION 5.2.	Selection of Notes to Be Redeemed or Purchased		69
SECTION 5.3.	Notice of Redemption		70
SECTION 5.4.	Effect of Notice of Redemption		71
SECTION 5.5.	Deposit of Redemption or Purchase Price		71
SECTION 5.6.	Notes Redeemed or Purchased in Part		71
SECTION 5.7.	Optional Redemption		71
SECTION 5.8.	Mandatory Redemption		72
ARTICLE VI DEFAULTS AND REMEDIES
SECTION 6.1.	Events of Default		72
SECTION 6.2.	Acceleration		74
SECTION 6.3.	Other Remedies		74
SECTION 6.4.	Waiver of Past Defaults		75
SECTION 6.5.	Control by Majority		75
SECTION 6.6.	Limitation on Suits		75
SECTION 6.7.	Rights of Holders to Receive Payment		75
SECTION 6.8.	Collection Suit by Trustee		76
SECTION 6.9.	Trustee May File Proofs of Claim		76
SECTION 6.10.	Priorities		76
SECTION 6.11.	Undertaking for Costs		76
ARTICLE VII TRUSTEE
SECTION 7.1.	Duties of Trustee		77
SECTION 7.2.	Rights of Trustee		78
SECTION 7.3.	Individual Rights of Trustee		80
SECTION 7.4.	Trustee’s Disclaimer		80
SECTION 7.5.	Notice of Defaults		80
SECTION 7.6.	Reports by Trustee to Holders		80
SECTION 7.7.	Compensation and Indemnity		80
SECTION 7.8.	Replacement of Trustee		81
SECTION 7.9.	Successor Trustee by Merger		82
SECTION 7.10.	Eligibility; Disqualification		82
SECTION 7.11.	Preferential Collection of Claims Against the Company		82
ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 8.1.	Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance		82
SECTION 8.2.	Legal Defeasance and Discharge		82
SECTION 8.3.	Covenant Defeasance		83
SECTION 8.4.	Conditions to Legal or Covenant Defeasance		83

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		Page
SECTION 8.5.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions		84
SECTION 8.6.	Repayment to the Company		84
SECTION 8.7.	Reinstatement		84
ARTICLE IX AMENDMENTS
SECTION 9.1.	Without Consent of Holders		85
SECTION 9.2.	With Consent of Holders		86
SECTION 9.3.	[Reserved]		87
SECTION 9.4.	Revocation and Effect of Consents and Waivers		87
SECTION 9.5.	Notation on or Exchange of Notes		87
SECTION 9.6.	Trustee to Sign Amendments		87
ARTICLE X NOTE GUARANTEE
SECTION 10.1.	Note Guarantee		88
SECTION 10.2.	Limitation on Liability; Termination; Release and Discharge		89
SECTION 10.3.	Right of Contribution		90
SECTION 10.4.	No Subrogation		90
SECTION 10.5.	Execution and Delivery of a Note Guarantee		90
ARTICLE XI COLLATERAL AND SECURITY
SECTION 11.1.	The Collateral		91
SECTION 11.2.	Further Assurances		91
SECTION 11.3.	After-Acquired Property		92
SECTION 11.4.	Impairment of Security Interest by Company or Its Restricted Subsidiaries		92
SECTION 11.5.	Real Estate Mortgages and Filings		92
SECTION 11.6.	Release of Liens on the Collateral		94
SECTION 11.7.	Authorization of Actions to Be Taken by the Trustee or the Notes Collateral Agent Under the Collateral Documents		95
SECTION 11.8.	[Reserved]		96
SECTION 11.9.	Appointment and Authorization of Wells Fargo Bank, National Association, as Notes Collateral Agent		96
ARTICLE XII SATISFACTION AND DISCHARGE
SECTION 12.1.	Satisfaction and Discharge		97
SECTION 12.2.	Application of Trust Money		98
ARTICLE XIII MISCELLANEOUS
SECTION 13.1.	Notices		98
SECTION 13.2.	Communication by Holders with Other Holders		99
SECTION 13.3.	Certificate and Opinion as to Conditions Precedent		99
SECTION 13.4.	Statements Required in Certificate or Opinion		99
SECTION 13.5.	USA PATRIOT ACT		99
SECTION 13.6.	Rules by Trustee		100
SECTION 13.7.	Business Days		100

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		Page
SECTION 13.8.	GOVERNING LAW		100
SECTION 13.9.	No Recourse Against Others		100
SECTION 13.10.	Successors		100
SECTION 13.11.	Multiple Originals		100
SECTION 13.12.	Table of Contents; Headings		101
SECTION 13.13.	WAIVERS OF JURY TRIAL		101
SECTION 13.14.	Intercreditor Agreement Controls		101
SECTION 13.15.	Force Majeure		101
SECTION 13.16.	Severability		101
EXHIBIT A	Form of Initial Note
EXHIBIT B	Form of Notation of Note Guarantee
EXHIBIT C	Form of Indenture Supplement to Add Guarantors
EXHIBIT D	Form of Certificate to be Delivered upon Termination of Restricted Period
EXHIBIT E	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S
EXHIBIT F	Form of Junior Lien Intercreditor Agreement
SCHEDULE I	Mortgaged Property

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INDENTURE dated as of October 21, 2013, among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Company”), THE GUARANTORS (as defined herein) parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and Notes Collateral Agent (as defined herein).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of (i) the Company’s 8.500% Senior Secured Notes due 2019 issued on the date hereof and the guarantees thereof by the Guarantors parties hereto (the “Initial Notes”), and (ii) if and when issued, additional notes, issued pursuant to Article II and otherwise in compliance with the provisions of this Indenture, having identical terms and conditions as the Notes other than issue date, issue price and the first interest payment date (the “Additional Notes,” and together with the Initial Notes, the “Notes”):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.

“ABL Agent” means Deutsche Bank AG New York Branch, acting in its capacity as administrative agent and collateral agent under the New ABL Revolving Credit Facility, or any successor thereto in such capacity.

“ABL Collateral” has the meaning assigned to the term “Revolving Priority Collateral” in the Intercreditor Agreement.

“ABL Obligations” means (i) Indebtedness outstanding under any Debt Facility that is secured by a Permitted Lien so long as any Liens in respect of such Indebtedness comply with the provisos to clause (1) of the definition of “Permitted Liens”, and all other Obligations (not constituting Indebtedness) of the Company or any Guarantor under such Debt Facility and (ii) all cash management Obligations and Hedging Obligations owed to an agent, arranger or lender or other secured party under such Debt Facility (even if the respective agent, arranger or lender or other secured party subsequently ceases to be an agent arranger or lender or other secured party under such Debt Facility for any reason) or any of their respective affiliates, assigns or successors and more particularly described in the Intercreditor Agreement.

“Acquired Debt” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Notes” has the meaning set forth in the second introductory paragraph of this Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the Note at November 1, 2016 (such redemption price being set forth in the table appearing in Section 5.7(e) plus (ii) all required interest payments due on the Note through November 1, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the Note, if greater.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of DTC, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Acquisition” means:

(1) an Investment by any specified Person or any of its Restricted Subsidiaries in any other Person if, as a result of such Investment, such Person shall become a Restricted Subsidiary of such specified Person, or shall be merged with or into such specified Person or any Restricted Subsidiary of such specified Person, or

(2) the acquisition by any specified Person or any Restricted Subsidiary of such specified Person of all or substantially all of the assets of any other Person, any division or line of business of any other Person or any operating assets of any other Person, in each case having a Fair Market Value in excess of $1.0 million.

“Asset Disposition” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole will be governed by the provisions of this Indenture described in Section 3.10 and/or the provisions described in Section 4.1 and not by the provisions described in Section 3.5; and

(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries (other than directors’ qualifying shares or nominal shares required to be held by local nationals).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Disposition:

(1) any single transaction or series of related transactions that involves assets having a Fair Market Value of less than $5.0 million;

(2) a transfer of assets between or among the Company and its Restricted Subsidiaries;

(3) an issuance of Equity Interests by a Restricted Subsidiary of the Company to the Company or to a Restricted Subsidiary of the Company;

(4) the sale or lease of inventory, products or accounts receivable in the ordinary course of business;

(5) the licensing of intellectual property in the ordinary course of business;

(6) any sale or other disposition of damaged, worn-out or obsolete assets in the ordinary course of business;

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(7) the sale or other disposition of cash or Cash Equivalents;

(8) a Restricted Payment that does not violate Section 3.3 or a Permitted Investment;

(9) sales of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary, each for the Fair Market Value thereof, less amounts required to be established as reserves and customary discounts pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction;

(10) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

(11) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Permitted Business;

(12) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary, provided that the Company and its Restricted Subsidiaries receive Fair Market Value for such issuance or sale; and

(13) an Asset Swap effected in compliance with Section 3.5.

“Asset Swap” means a concurrent purchase and sale or exchange of assets (other than assets constituting Collateral) used in a Permitted Business between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash received must be applied in accordance with Section 3.5.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that if such sale and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation.”

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means:

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

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“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of a Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Borrowing Base” means, as of the date of determination, an amount equal to the sum, without duplication of:

(1) 85% of the net book value of the Company’s and its Restricted Subsidiaries’ accounts receivable at such date;

(2) the lesser of (x) 70% of the net book value of the Company’s and its Restricted Subsidiaries inventory as of such date and (y) 85% of the appraised net orderly liquidation value of such inventory at such date; and

(3) 100% of qualified cash that is held in a control account with the ABL Agent;

all calculated on a consolidated basis in accordance with GAAP and shall be calculated using amounts reflected on the most recent available balance sheet (it being understood that the accounts receivable and inventories of an acquired business may be included if such acquisition has been completed on or prior to the date of determination).

“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.

“Calculation Date” means the date on which the event for which the calculation of the Consolidated First Lien Secured Leverage Ratio, Consolidated Secured Leverage Ratio or the Fixed Charge Coverage Ratio shall occur.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

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“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government, Canada or any member of the European Union (provided that the full faith and credit of the United States, Canada or such member of the European Union is pledged in support of those securities) having maturities of not more than twelve months from the date of acquisition;

(3) certificates of deposit and Eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding twelve months from the date of acquisition and overnight bank deposits, in each case, with any lender party to the New ABL Revolving Credit Facility or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s or S&P, in each case, maturing within twelve months after the date of acquisition;

(6) money market funds, substantially all of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition;

(7) instruments equivalent to those referred to in clauses (1) to (6) of this definition denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction and not for speculative purposes; and

(8) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s.

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

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Section 13(d) or 14(d) of the Exchange Act or any successor provision) other than a Principal or a Related Party of a Principal;

(2) the adoption of a plan relating to the liquidation or dissolution of the Company;

(3) the consummation of any transaction (including, without limitation, any merger, consolidation or other business combination), the result of which is that any “person” or “group” (as defined above), other than the Principals and their Related Parties or a Permitted Group, becomes the Beneficial Owner in a single transaction or a series of related transactions, directly or indirectly, of more than 50% of the Voting Stock of the Company or any direct or indirect parent of the Company, measured by voting power rather than number of shares; or

(4) after an initial public offering of Capital Stock of the Company or any direct or indirect parent of the Company, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

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“Closing Date Mortgaged Property” means each real property designated on Schedule I to this Indenture and more particularly defined in the Mortgage for such real property.

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

“Collateral” means all property and assets, whether now owned or hereafter acquired, in which Liens are, from time to time, purported to be granted to secure the Notes Obligations pursuant to the Collateral Documents.

“Collateral Documents” means the Mortgages, the Notes Pledge and Security Agreement, security agreements, pledge agreements, agency agreements, the Intercreditor Agreement, the Junior Lien Intercreditor Agreement and any other intercreditor agreement executed and delivered pursuant to this Indenture, and other instruments and documents executed and delivered pursuant to this Indenture or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time and pursuant to which Collateral is, or is purported to be, pledged, assigned or granted to or on behalf of the Notes Collateral Agent for the benefit of the Notes Secured Parties or notice of such pledge, assignment or grant is given.

“Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication:

(1) taxes paid and provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such taxes or provision for taxes was deducted in computing such Consolidated Net Income; plus

(2) the Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that such Fixed Charges were deducted in computing such Consolidated Net Income; plus

(3) depreciation, amortization (including amortization of intangibles and amortization of deferred financing costs (whether or not classified as interest expense, but in each case that has been deducted in computing Consolidated Net Income) but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus

(4) any non-recurring fees, charges or other expenses made or incurred in connection with any acquisition, investment, issuance of Equity Interest or incurrence or refinancing of Indebtedness (including the Transactions) prior to or after the Issue Date, to the extent deducted in computing Consolidated Net Income; plus

(5) any other non-recurring fees, charges or other expenses made or incurred in connection with the restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) that were deducted in computing Consolidated Net Income; provided that the aggregate amount of such non-recurring fees, charges or other expenses added to Consolidated Net Income pursuant to this clause (5) shall not exceed $10.0 million in any twelve month period; plus

(6) any management fees incurred by the Company with respect to such period pursuant to the Management Agreement, to the extent that such management fees were deducted in computing such Consolidated Net Income; plus

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(7) without duplication, for those fiscal periods completed prior to the Issue Date, all adjustments to “EBITDA” for such period used to calculate “Adjusted EBITDA” for such period as disclosed in the “Offering Memorandum Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data” section of the Offering Memorandum; minus

(8) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue or the reversal of reserves in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

“Consolidated First Lien Secured Leverage Ratio” means, with respect to any specified Person on any Calculation Date, the ratio, on a pro forma basis, of (1) the sum of the aggregate outstanding amount of Indebtedness of such Person and its Restricted Subsidiaries secured by a Lien (other than Junior Lien Indebtedness and any other such Indebtedness in which all Liens on any assets of the Company and the Guarantors are expressly subordinated or junior to the Liens securing the Obligations under the Notes, this Indenture and the Note Guarantees), determined on a consolidated basis as of the last day of the most recent fiscal quarter for which internal financial statements are available immediately preceding the Calculation Date, to (2) the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the Calculation Date.

For purposes of calculating the Consolidated First Lien Secured Leverage Ratio:

(1) (A) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, (B) discontinued operations (as determined in accordance with GAAP), and (C) operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, in each case, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (as determined in good faith by the chief financial officer of the Company calculated on a basis that is consistent with Regulation S-X under the Securities Act of 1933, as amended and including Pro Forma Cost Savings, if applicable) as if they had occurred on the first day of the four-quarter reference period;

(2) in the event that such Person or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues, redeems, repays or retires Disqualified Stock or Preferred Stock, in each case, subsequent to the end of the most recent fiscal quarter for which internal financial statements are available but on or prior to or simultaneously with the Calculation Date, then the Consolidated First Lien Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance, redemption, repayment or retirement of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of such most recent fiscal quarter; and

(3) the U.S. dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar equivalent principal amount of such Indebtedness.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person (and if such Net Income is a loss it will be included only to the extent that such loss has been funded with cash by the specified Person or a Restricted Subsidiary of the specified Person);

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(2) solely for the purpose of determining the amount available for Restricted Payments under clause (A) of Section 3.3(a)(iii), the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement (other than Debt Facilities whose sole restriction on such declaration or payment occurs only upon the occurrence of or during the existence or continuance of a Default or Event of Default), instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided, however, that Consolidated Net Income will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company in such period in lieu of the Net Income of such Restricted Subsidiary that would otherwise be excluded, to the extent not already included therein;

(3) the cumulative effect of a change in accounting principles will be excluded;

(4) notwithstanding clause (1) above, the Net Income of any Unrestricted Subsidiary will be excluded, whether or not distributed to the specified Person or one of its Subsidiaries;

(5) non-cash compensation charges or other non-cash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards to the directors, officers and employees of the Company and its Restricted Subsidiaries will be excluded;

(6) the after-tax effect of any extraordinary gain or loss will be excluded;

(7) any net gain (or loss) realized upon sales or other dispositions of any assets of such Person or any of its Restricted Subsidiaries, other than in the ordinary course of business, will be excluded;

(8) any impairment charge or asset write-off pursuant to Accounting Standards Codification Topic No. 350 and No. 360 and the amortization of intangibles arising pursuant to Accounting Standards Codification Topic No. 805 will be excluded;

(9) any non-cash Accounting Standards Codification Topic No. 815 income (or loss) related to hedging activities will be excluded;

(10) any inventory purchase accounting adjustments and any increase in amortization or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to the Transactions or any acquisition that is consummated prior to or after the Issue Date, net of taxes, will be excluded; and

(11) any net after-tax effect of income (loss) from the early extinguishment or conversion of Indebtedness will be excluded.

In addition, Consolidated Net Income shall be reduced by the amount of any Tax Payment to the extent Consolidated Net Income is not already reduced thereby.

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“Consolidated Secured Leverage Ratio” means, with respect to any specified Person on any Calculation Date, the ratio, on a pro forma basis, of (1) the sum of the aggregate outstanding amount of Indebtedness of such Person and its Restricted Subsidiaries secured by a Lien, determined on a consolidated basis as of the last day of the most recent fiscal quarter for which internal financial statements are available immediately preceding the Calculation Date, to (2) the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the Calculation Date. For purposes of calculating the Consolidated Secured Leverage Ratio:

(1) (A) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, (B) discontinued operations (as determined in accordance with GAAP), and (C) operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, in each case, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (as determined in good faith by the chief financial officer of the Company calculated on a basis that is consistent with Regulation S-X under the Securities Act of 1933, as amended and including Pro Forma Cost Savings, if applicable) as if they had occurred on the first day of the four-quarter reference period;

(2) in the event that such Person or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes) or issues, redeems, repays or retires Disqualified Stock or Preferred Stock, in each case, subsequent to the end of the most recent fiscal quarter for which internal financial statements are available but on or prior to or simultaneously with the Calculation Date, then the Consolidated Secured Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, or such issuance, redemption, repayment or retirement of Disqualified Stock or Preferred Stock, as if the same had occurred on the last day of such most recent fiscal quarter; and

(3) the U.S. dollar equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar equivalent principal amount of such Indebtedness.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1) was a member of such Board of Directors on the Issue Date; or

(2) was nominated for election or elected to such Board of Directors by the Principals or a Related Party of the Principals or with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Dealer” means any Person that has entered into a dealer sales and service agreement or other similar agreement with the Company or any of its Subsidiaries.

“Debt Facility” or “Debt Facilities” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities (including, without limitation, the New ABL Revolving Credit Facility) or commercial paper facilities with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit, or bankers’ acceptances or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and whether or not with the original trustee, administrative agent, holders and lenders or another trustee, administrative agent or agents or other holders or lenders and whether provided under the New ABL Revolving Credit Facility or any other credit agreement or other agreement or indenture).

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Notes” means certificated Notes registered in the name of the Holder thereof and issued in accordance with Section 2.6 hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Increases or Decreases in Global Security” attached thereto.

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“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Disposition that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 3.3 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that the Company and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“Domestic Subsidiary” means any Restricted Subsidiary of the Company that was formed under the laws of the United States or any state of the United States or the District of Columbia.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depository institution hereinafter appointed by the Company.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means an offering or sale of Equity Interests (other than Disqualified Stock) of the Company or any Parent (whether offered or sold independently or as part of an offering or sale of units), other than:

(1) public offerings with respect to the Company’s common stock registered on Form S-4 or Form S-8; and

(2) issuances to any Subsidiary of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Assets” has the meaning assigned to such term in the Notes Pledge and Security Agreement.

“Excluded Subsidiaries” means (i) any direct or indirect Foreign Subsidiary of the Company; (ii) any Domestic Subsidiary that is treated as a partnership or a disregarded entity for U.S. income tax purposes that has no material assets other than the equity (as determined for U.S. income tax purposes) of one or more direct or indirect Foreign Subsidiaries of the Company; (iii) any Domestic Subsidiary of a Foreign Subsidiary (other than a Foreign Subsidiary that is disregarded as a separate entity for U.S. tax purposes) and (iv) any Subsidiary of a Person described in the foregoing (i), (ii) or (iii).

“Existing Indebtedness” means indebtedness of the Company and its Subsidiaries (other than Indebtedness under the New ABL Revolving Credit Facility or the Notes) in existence on the Issue Date, until such amounts are repaid.

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“Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, and, in the case of any transaction involving aggregate consideration in excess of $10.0 million, as determined in good faith by the Board of Directors of the Company and set forth in an Officer’s Certificate delivered to the Trustee (unless otherwise expressly provided in this Indenture).

“Fixed Charge Coverage Ratio” means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings unless such Indebtedness has been permanently repaid and has not been replaced) or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the Calculation Date, then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect all as determined in good faith by the chief financial officer of the Company (calculated on a basis that is consistent with Regulation S-X under the Securities Act of 1933, as amended and including Pro Forma Cost Savings, if applicable) as if they had occurred on the first day of the four-quarter reference period;

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date; and

(4) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness).

“Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance cost and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus

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(2) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus

(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Equity Interests payable solely in Equity Interests of such Person (other than Disqualified Stock) or to such Person or a Restricted Subsidiary of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with GAAP; minus

(5) non-cash interest expense and amortization/accretion of original issue discount (including any original issue discount created by fair value adjustments to Indebtedness of such Person or any of its Restricted Subsidiaries as a result of purchase accounting); minus

(6) the amortization and write-off of deferred financing costs of Indebtedness.

“Foreign Subsidiary” means any Restricted Subsidiary of the Company that is not a Domestic Subsidiary.

“GAAP” means (1) generally accepted accounting principles in the United States of America which are in effect on the Issue Date or (2) after the Issue Date, if elected by the Company by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations (“IFRS”) adopted by the International Accounting Standard Board, as in effect on the first date of the period for which the Company is making such election; provided that (a) any such election once made shall be irrevocable, (b) all financial statements and reports required to be provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS, (c) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be computed in conformity with IFRS, and (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any fiscal year, it shall restate its consolidated interim financial statements for such interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date and (y) for delivery of audited annual financial information, it shall provide consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date. For purposes of this Indenture, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and does not include any Unrestricted Subsidiaries.

“Global Note Legend” means the legend set forth in Section 2.1(d)(3) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

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“Grantors” has the meaning assigned to such term in the Notes Pledge and Security Agreement.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“Guarantor” means:

(1) each Wholly Owned Domestic Subsidiary of the Company, other than any Excluded Subsidiary, on the Issue Date; and

(2) any other Restricted Subsidiary of the Company that executes a Note Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Indenture.

“Hedging Obligation” means, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements, in each case, designed to manage interest rates or interest rate risk;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means a person in whose name a Note is registered.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary whose Total Assets, as of that date, are less than 1.5% of the Total Assets of the Company and the Restricted Subsidiaries (taken as a whole) and whose total revenues for the most recent twelve-month period do not exceed 1.5% of the total revenues of the Company and the Restricted Subsidiaries (taken as a whole); provided that a Restricted Subsidiary will not be considered an Immaterial Subsidiary if it, as of any date, together with all other Immaterial Subsidiaries, has Total Assets as of such date in excess of 3.0% of the Total Assets of the Company and the Restricted Subsidiaries (taken as a whole) or has total revenues for the most recent twelve-month period in excess of 3.0% of the total revenues of the Company and the Restricted Subsidiaries (taken as a whole).

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

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(4) representing Capital Lease Obligations or Attributable Debt in respect of sale and leaseback transactions;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed, except any such balance that constitutes an accrued expense or trade payable; or

(6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit, Attributable Debt and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. For the avoidance of doubt, representations, warranties, covenants, indemnities, reimbursement obligations and repurchase obligations of the Company or its Restricted Subsidiaries and any guarantees thereof incurred in connection with floorplan financing arrangements, other similar retail financing arrangements and Qualified Receivables Transactions shall not constitute Indebtedness for purposes of this Indenture.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Initial Notes” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

“Initial Purchasers” means, collectively, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Goldman, Sachs & Co.

“Intercreditor Agreement” means the Intercreditor Agreement to be entered into among the Company, the Guarantors, the Notes Collateral Agent, on behalf of itself, the Trustee, the Holders and the holders of certain Pari Passu Lien Indebtedness, and the ABL Agent, on behalf of itself and the holders of the ABL Obligations and thereafter joined by any other representative of any Pari Passu Lien Indebtedness on behalf of the holders thereof, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Investment” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Company’s Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in Section 3.3(c) hereof, The acquisition by the Company or any Subsidiary of the Company of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Company or such Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 3.3(c) hereof. Except as otherwise provided in this Indenture, the amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P), or an equivalent rating by any other Rating Agency.

“Issue Date” means the date on which the Initial Notes are issued.

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“Junior Lien Indebtedness” means any Secured Indebtedness that is permitted to be incurred pursuant to clause (12)(ii) of the definition of “Permitted Liens” and the covenant described under Section 3.2 hereof, and that is secured by a Lien on the Collateral junior in priority to the Lien on the Collateral securing the Notes Obligations, all amounts owing pursuant to the terms of such indebtedness, including, without limitation, the obligation (including guarantee obligations) to pay principal, interest (including interest that accrues after the commencement of a case under Bankruptcy Law, as amended or any similar federal or state law for the relief of debtors, regardless of whether such interest is an allowed claim under such case), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other amounts payable by the Company under any promissory notes, indentures, collateral documents or other operative agreements evidencing or governing such indebtedness; provided that the holders of such Junior Lien Indebtedness (or their authorized representatives, on their behalf) shall be a party to or otherwise bound by the Junior Lien Intercreditor Agreement.

“Junior Lien Intercreditor Agreement” means an intercreditor agreement to be entered into among the Company, the Guarantors, the Notes Collateral Agent, on behalf of itself, the Trustee, the Holders and the holders of certain Pari Passu Lien Indebtedness, and the applicable agents or trustees, on behalf of themselves and holders of Junior Lien Indebtedness, in substantially the form attached as Exhibit F to this Indenture, as such form may be amended, restated, supplemented or otherwise modified from time to time.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Management Agreement” means the Management Agreement, in effect on the Issue Date among the Company and AIP IV, LLC or any amendment, restatement or replacement thereof to the extent that the terms of any such amendment, restatement or replacement are not, taken as a whole, disadvantageous to the Holders in any material respect, as determined in good faith by the Board of Directors of the Company.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgaged Property” means (i) the Closing Date Mortgaged Property and (ii) each real property encumbered by a Mortgage delivered after the date hereof, if any, pursuant to this Indenture.

“Net Award” means any awards or proceeds in respect of any condemnation or other eminent domain proceeding relating to any Notes Collateral.

“Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with:

(a) any Asset Disposition; or

(b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

(2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

“Net Insurance Proceeds” means any awards or proceeds in respect of any casualty insurance or title insurance claim relating to any Notes Collateral.

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“Net Proceeds” means the aggregate cash proceeds received by the Company or any of its Restricted Subsidiaries in respect of any Asset Disposition (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Disposition), net of the direct costs relating to such Asset Disposition, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Disposition, taxes paid or payable as a result of the Asset Disposition or as a result of any transactions occurring or deemed to occur in connection with a prepayment hereunder, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and all payments made on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“New ABL Revolving Credit Facility” means the Credit Agreement, dated as of October 21, 2013, among the Company, the Subsidiaries of the Company that borrow or guarantee obligations under such agreement from time to time, the lenders parties thereto from time to time, and the ABL Agent, together with related notes, letters of credit, guarantees and security documents, and as it may be amended, restated, amended and restated, supplemented or modified from time to time and any renewal, increase, extension, refunding, restructuring, replacement or refinancing thereof (whether with the original administrative agent and lenders or another administrative agent, collateral agent or agents or one or more other lenders and whether provided under the original New ABL Revolving Credit Facility or one or more other credit or other agreements or indentures).

“Non-Recourse Debt” means Indebtedness:

(1) as to which neither the Company nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender, except, in each case, to the extent constituting (i) a Restricted Payment that does not violate Section 3.3 hereof or (ii) a Permitted Investment;

(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person (as defined in Regulation S).

“Note” has the meaning ascribed to it in the second introductory paragraph of this Indenture.

“Notes Documents” means, collectively, this Indenture, the Notes, the Note Guarantees and the Collateral Documents.

“Note Guarantee” means the guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes, executed pursuant to the provisions of this Indenture.

“Notes Collateral” has the meaning assigned to the term “Notes Priority Collateral” in the Intercreditor Agreement.

“Notes Collateral Agent” means Wells Fargo Bank, National Association, acting in its capacity as collateral agent under the Collateral Documents, or any successor thereto.

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“Notes Custodian” means the custodian with respect to the Global Note (as appointed by DTC), or any successor Person thereto and shall initially be the Trustee.

“Notes Obligations” means, collectively, the Obligations of the Company and the Guarantors, as applicable, under the Notes, this Indenture, the Note Guarantees and the Collateral Documents.

“Notes Pledge and Security Agreement” means the Pledge and Security Agreement dated as of October 21, 2013 among the Notes Collateral Agent, the Company and the other Grantors from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“Notes Secured Parties” means, collectively, the Trustee, the Notes Collateral Agent and the Holders.

“Obligations” means all principal, premium, interest (including any interest, fees and expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest, fees or expenses are an allowed or allowable claim under any such proceeding or under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means that certain offering memorandum dated October 16, 2013 relating to the Company’s $200,000,000 aggregate principal amount of 8.500% Senior Secured Notes due 2019.

“Officer” means anyone of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer, any Vice President, the Treasurer, the Secretary or the Controller of the Company.

“Officer’s Certificate” means a certificate signed by any one of the principal executive officer, principal financial officer or principal accounting officer of the Company or a Guarantor, as applicable.

“Opinion of Counsel” means an opinion from legal counsel which is reasonably acceptable to the Trustee, that meets the requirements of Section 13.4 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.

“Parent” means any direct or indirect parent company of the Company.

“Pari Passu Lien Indebtedness” means any Additional Notes and any additional Secured Indebtedness that is secured pari passu with the Notes and is permitted to be incurred pursuant to Section 3.2 and clause (12)(i) of the definition of “Permitted Liens”; provided that (i) the representative of such Pari Passu Lien Indebtedness executes a joinder agreement to the applicable Collateral Documents or, if applicable, a joinder agreement to the Intercreditor Agreement, in each case in the form attached thereto, agreeing to be bound thereby and (ii) the Company has designated such Indebtedness as “Pari Passu Lien Indebtedness” thereunder.

“Permitted Business” means any business conducted by the Company and its Restricted Subsidiaries on the Issue Date and any business reasonably related, ancillary or complimentary to, or reasonable extensions of, the business of the Company or any of its Restricted Subsidiaries on the Issue Date.

“Permitted Group” means any group of investors that is deemed to be a “person” (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

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“Permitted Investments” means:

(1) any Investment in the Company or in a Restricted Subsidiary of the Company;

(2) any Investment in Cash Equivalents;

(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary of the Company; or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with Section 3.5 hereof;

(5) any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock of the Company) of the Company or of Parent;

(6) any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;

(7) Investments represented by Hedging Obligations;

(8) loans or advances to or on behalf of directors, officers and employees of the Company and its Restricted Subsidiaries (a) made in the ordinary course of business in connection with the relocation of such directors, officers or employees, (b) made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $1.0 million at any one time outstanding or (c) to finance the purchase by such person of Capital Stock of Parent, the Company or any of its Restricted Subsidiaries; provided that the aggregate amount of loans or advances made pursuant to clause (c) shall not exceed $1.0 million in any twelve-month period;

(9) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of business;

(10) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(11) guarantees otherwise permitted by the terms of this Indenture;

(12) Investments existing on the Issue Date;

(13) repurchases of the Notes;

(14) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Equity Interests of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction; and any other Investment by the Company or a Subsidiary of the Company in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction customary for such transactions;

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(15) loans or advances to Dealers, when taken together with all guarantees provided pursuant to Section 3.2(b)(20) hereof that are at the time outstanding, not to exceed the greater of $10.0 million and 1.5% of Total Assets at any time outstanding; and

(16) other Investments in any Person other than an Affiliate (other than such Persons that are Affiliates of the Company solely by virtue of the Company’s Investments in such Persons) of the Company having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding not to exceed the greater of (a) $25.0 million and (b) 3.75% of Total Assets.

The amount of Investments outstanding at any time pursuant to clause (16) above shall be reduced by (A) the net reduction after the Issue Date in Investments made after the Issue Date pursuant to such clause relating from dividends, repayments of loans or advances or other transfers of property, net cash proceeds realized on the sale of any such Investments and net cash proceeds representing the return of the capital, in each case to the Company or any Restricted Subsidiary in respect of any such Investment, less the cost of the disposition of any such Investment (provided that, in each case, the amount of any such net cash proceeds that are applied to reduce the amount of Investments outstanding at any time pursuant to clause (16) above will be excluded from
clause (iii)(C) or (iii)(E), as applicable, of Section 3.3(a) hereof), and (B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of the net assets of an Unrestricted Subsidiary that was designated after the Issue Date as an Unrestricted Subsidiary pursuant to clause (16) at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary (provided that, in each case, the amount applied to reduce the amount of Investments outstanding at any time pursuant to clause (16) above will be excluded from clause (iii)(D) of Section 3.3(a) hereof); provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made by the Company or any Restricted Subsidiary pursuant to clause (16).

If any Investment pursuant to clause (16) above, or pursuant to Section 3.3(b)(13) hereof, as applicable, is made in any Person that is not a Restricted Subsidiary and such Person thereafter (A) becomes a Restricted Subsidiary or (B) is merged or consolidated into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary, then such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (3) above, respectively, and not clause (16) above, or pursuant to Section 3.3(b)(13) hereof, as applicable (and, in the case of the foregoing clause (A), for so long as such Person continues to be a Restricted Subsidiary unless and until such Person is merged or consolidated into or transfers or conveys all or substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary).

“Permitted Liens” means:

(1) Liens securing Obligations (including ABL Obligations) in respect of Indebtedness incurred pursuant to
Section 3.2(b)(1) and any other ABL Obligations specified in clause (ii) of the definition of “ABL Obligations”; provided, however, that (A) any Liens on the Notes Collateral granted pursuant to this clause (1) must be junior in priority to the Liens on such Notes Collateral granted in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties pursuant to the Collateral Documents and the terms of such junior interest may be no more favorable to the beneficiaries thereof than the terms contained in the Intercreditor Agreement as in effect from time to time and (B) no other Liens may be granted pursuant to this clause (1) (other than such assets expressly permitted to secure such Indebtedness without securing the Notes in accordance with the Intercreditor Agreement) unless the Notes are secured by a second-priority Lien that is junior in priority to the Liens on such Collateral (other than Notes Collateral) securing such Indebtedness but senior in priority to any other Liens granted on such Collateral; provided, further, that the preceding proviso shall not be given effect with respect to any Debt Facilities sharing on a pro rata basis first priority security interest in all the ABL Collateral and Notes Collateral with the Obligations under the Notes, the Note Guarantees and this Indenture;

(2) Liens in favor of the Company or the Guarantors;

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(3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, and were not incurred in contemplation of, such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;

(4) Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to and not incurred in contemplation of such acquisition; provided, further, however, that the Lien may not extend to any other assets or property owned by the Company or any Restricted Subsidiary;

(5) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds or with respect to other regulatory requirements or letters of credit or bankers acceptances issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice prior to the Issue Date;

(6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the definition of Permitted Debt covering only the assets acquired with or financed by such Indebtedness;

(7) Liens existing on the Issue Date;

(8) Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted provided appropriate reserves required pursuant to GAAP have been made in respect thereof and in the case of the Notes Collateral;

(9) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s and mechanics’ Liens, in each case, incurred in the ordinary course of business for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding in good faith with an appeal or other appropriate proceedings for review and for which adequate reserves are being maintained, to the extent required by GAAP and in the case of the Notes Collateral, such proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

(10) survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with Indebtedness and that do not, individually or in the aggregate, materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(11) Liens securing the Notes and the related Note Guarantees issued on the Issue Date;

(12) (i) Liens securing Pari Passu Lien Indebtedness of the Company or any of the Guarantors, so long as after giving pro forma effect to such incurrence, the Consolidated First Lien Secured Leverage Ratio of the Company would be no greater than 3.85 to 1.00 as of the end of the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such incurrence, and (ii) Liens securing Junior Lien Indebtedness of the Company or any of the Guarantors, so long as after giving pro forma effect to such incurrence, the Consolidated Secured Leverage Ratio of the Company would be no greater than 5.0 to 1.00 as of the end of the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such incurrence;

(13) Liens arising by reward of any judgment, decree or order of any court but not giving rise to an Event of Default so long as such Liens are adequately bonded and any appropriate legal proceedings

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which may have been duly initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired; provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;

(14) Liens upon specific items of inventory or other goods and proceeds of the Company or any of its Restricted Subsidiaries securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(15) Liens securing Hedging Obligations incurred pursuant to clause (8) of the definition of “Permitted Debt” so long as the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(16) Liens on the assets of Restricted Subsidiaries of the Company that are not Guarantors securing Indebtedness and other obligations of such Restricted Subsidiaries of the Company permitted to be incurred under this Indenture;

(17) any provision for the retention of title to an asset by the vendor or transferor of such asset which asset is acquired by the Company or any Restricted Subsidiary of the Company in a transaction entered into in the ordinary course of business of the Company or such Restricted Subsidiary;

(18) any extension, renewal or replacement, in whole or in part, of any Lien described in clauses (3), (4), (6) or (7) of this definition; provided that (A) any such extension, renewal or replacement is no more restrictive in any material respect that the Lien so extended, renewed or replaced and does not extend to any additional property or assets and (B) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the outstanding principal amount of the Indebtedness described under such clauses (3), (4), (6) or (7) at the time the original Lien became a Permitted Lien under this Indenture;

(19) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under this Indenture to renew, refund, refinance, replace, defease or discharge other Secured Indebtedness (other than Indebtedness secured by Liens described in clauses (1) and (26) of this definition); provided, however, that:

(a) the new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof); and

(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (x) the outstanding principal amount, or, if greater, committed amount, of the Permitted Refinancing Indebtedness and (y) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(20) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business that do not (x) interfere in any material respect with the business of the Company or any of its Restricted Subsidiaries or (y) secure any Indebtedness;

(21) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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(22) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(23) Liens on property or shares of stock of a Person (including after-acquired property of the same type) at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Restricted Subsidiary; provided, further, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(24) Liens securing Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(25) Liens solely on any cash earnest money deposits made by the Company or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

(26) Liens incurred in connection with a Qualified Receivables Transaction (which, in the case of the Company and its Restricted Subsidiaries (other than Receivables Subsidiaries) shall be limited to receivables and related assets referred to in the definition of Qualified Receivables Transaction); and

(27) Liens incurred securing Indebtedness and other obligations in an aggregate principal amount not to exceed $20.0 million at any one time outstanding.

For purposes of determining compliance with this definition, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens described in this definition but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Company shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition.

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to Parent to permit Parent to pay general corporate operating and overhead costs of Parent, including reasonable accounting, legal and administrative expenses, franchise and similar taxes required to maintain its corporate existence, fees, other expenses and indemnification claims made by directors and officers, and costs with respect to filing with the Securities and Exchange Commission, to the extent such expenses are attributable to the ownership and operation of the Company and its Subsidiaries; provided that such payments shall not exceed $2.5 million in any fiscal year;

(2) for any taxable period with respect to which (a) the Company or any of its Subsidiaries is a member of a group filing a consolidated, combined, unitary or similar income tax return of which Parent or any direct or indirect parent of Parent is the common parent (a “Tax Group”) or (b) the Company is a disregarded entity whose income flows through to Parent or a direct or indirect corporate parent of Parent (a “Corporate Owner”), payments to Parent in respect of the applicable portion of the income tax liabilities of such Tax Group or Corporate Owner, as applicable, that is attributable to the income of the Company and/or any of its Subsidiaries (“Tax Payments”); provided that Tax Payments attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent such Unrestricted Subsidiary shall have made cash distributions for such purpose to the Company or any of its Restricted Subsidiaries. The Tax Payments with respect to any taxable period shall not exceed the lesser of (i) the amount of the relevant income tax

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that the Company and/or its applicable Subsidiaries would have owed if such entities had filed a separate income tax return or as a separate income tax group, as applicable, taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of such entities from other taxable years (as if such entities were a stand-alone corporation or a stand-alone corporate group (as applicable) in all such taxable years), less any income tax payments made directly by such entities and (ii) the net amount of the relevant income tax that the Tax Group or Corporate Owner actually owes to the appropriate taxing authority. Any Tax Payments received from the Company shall be paid over to the appropriate taxing authority within 60 days of Parent’s receipt of such Tax Payments or refunded to the Company;

(3) payments to Parent to permit Parent to pay management fees to the Principals pursuant to the Management Agreement; and

(4) payments to Parent to permit Parent to pay the costs of any equity or debt offerings of Parent (whether or not successful); provided that the aggregate amount of such payments shall not exceed $5.0 million.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes or a Note Guarantee, as applicable, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees, as applicable, on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and

(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

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

“Preferred Stock” means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Principals” means (i) AIPCF IV, LLC and its Affiliates (including, without limitation, any investment partnership under common control with AIPCF IV, LLC but excluding any of its or its Affiliates’ portfolio companies) and (ii) any officer, director, employee, partner, member or stockholder of the manager or general partner of the foregoing Persons.

“Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs and related adjustments that (i) were directly attributable to an Asset Acquisition that occurred during the four-quarter period or after

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the end of the four-quarter period and on or prior to the Calculation Date and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the Issue Date, (ii) were actually implemented by the business that was the subject of any such Asset Acquisition within twelve months after the date of the Asset Acquisition and prior to the Calculation Date that are supportable and quantifiable by the underlying accounting records of such business or (iii) relate to the business that is the subject of any such Asset Acquisition and that the specified Person reasonably determines are probable based upon specifically identifiable actions to be taken within twelve months of the date of the Asset Acquisition and, in the case of each of (i), (ii) and (iii), are described, as provided below, in an Officer’s Certificate, as if all such reductions in costs had been effected as of the beginning of such period. Pro Forma Cost Savings described above shall be accompanied by a certificate delivered to the Trustee from the Company’s principal financial officer that outlines the specific actions taken or to be taken, the net cost savings achieved or to be achieved from each such action and that, in the case of clause (iii) above, such savings have been determined to be probable.

“Purchase Agreement” means the Purchase Agreement dated as of October 16, 2013 among the Company, the Guarantors party thereto and Deutsche Bank Securities Inc. on behalf of itself and as representative of the Initial Purchasers, as supplemented by the Purchase Agreement Joinder Agreement, dated as of the Issue Date, by and among the Guarantors party thereto.

“QIB” means any “qualified institutional buyer” as such term is defined in Rule 144A.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries sells, conveys or otherwise transfers, or grants a security interest, to:

(1) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries, which transfer may be effected through the Company or one or more of its Subsidiaries); and

(2) if applicable, any other Person (in the case of a transfer by a Receivables Subsidiary),

in each case, in any accounts receivable, instruments, chattel paper, general intangibles and similar assets (whether now existing or arising in the future, the “Receivables”) of the Company or any of its Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such Receivables, all contracts, contract rights and all guarantees or other obligations in respect of such Receivables, proceeds of such Receivables and any other assets, which are customarily transferred or in respect of which security interests are customarily granted in connection with receivables financings and asset securitization transactions of such type, together with any related transactions customarily entered into in a receivables financings and asset securitizations, including servicing arrangements.

“Rating Agency” means (1) each of Moody’s and S&P and (2) if Moody’s or S&P ceases to rate the notes for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a replacement agency for Moody’s or S&P, as the case may be.

“Receivables Subsidiary” means a Subsidiary of the Company which engages in no activities other than in connection with the financing of accounts receivable and in businesses related or ancillary thereto and that is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary

(A) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which:

(1) is guaranteed by the Company or any Subsidiary of the Company (excluding guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to representations, warranties, covenants and indemnities entered into in the ordinary course of business in connection with a Qualified Receivables Transaction);

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(2) is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction; or

(3) subjects any property or asset of the Company or any Subsidiary of the Company (other than accounts receivable and related assets as provided in the definition of Qualified Receivables Transaction), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to representations, warranties, covenants and indemnities customarily entered into in connection with a Qualified Receivables Transaction;

(B) with which neither the Company nor any Subsidiary of the Company has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company, other than as may be customary in a Qualified Receivables Transaction including for fees payable in the ordinary course of business in connection with servicing accounts receivable; and

(C) with which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such Subsidiary’s financial condition or cause such Subsidiary to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Recovery Event” means any event, occurrence, claim or proceeding that results in any Net Award or Net Insurance Proceeds.

“Redemption Date” means, with respect to any redemption of Notes, the date of redemption with respect thereto.

“Regulation S” means Regulation S under the Securities Act.

“Related Party” means:

(1) immediate family member (in the case of an individual) of any Principal; or

(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such other Persons referred to in the immediately preceding clause (1).

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Notes” means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).

“Restricted Notes Legend” means the legend set forth in Section 2.1(d)(1) or (d)(2), as applicable, and, in the case of the Temporary Regulation S Global Note, the additional legend set forth in Section 2.1(d)(2).

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Rule 144A” means Rule 144A under the Securities Act.

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“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“SEC” means the Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the Issue Date.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stockholders Agreement” means that certain stockholders agreement, dated August 4, 2008 as amended and restated on February 17, 2010, by and among AIP/E1 Holdings, Inc., E-One, Inc., the individuals identifies as employees therein, American Industrial Partners Capital Fund IV, L.P, J.P. Morgan Corporate Finance Private Investors III LLC and the stockholders party thereto, as the same may be amended, modified or supplemented from time to time.

“Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

“Tax Payment” has the meaning set forth in the definition of “Permitted Payments to Parent.”

“TIA” or “Trust Indenture Act” means the Trust Indenture Act of 1939, as in effect on the Issue Date (15 U.S.C. §§ 77aaa-77bbbb).

“Total Assets” means, unless the context otherwise requires, the total consolidated assets of the Company and its Restricted Subsidiaries as set forth on the most recent consolidated balance sheet of the Company and its Subsidiaries.

“Transactions” means, the transactions described in the “Offering Memorandum Summary—The Transactions” section of the Offering Memorandum.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market

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data)) most nearly equal to the period from the redemption date to November 1, 2016; provided, however, that if the period from the redemption date to November 1, 2016 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Unrestricted Subsidiary” means (a) ASV/MRV, Inc., Towables Co. LLC and Monaco RV LLC and (b) any other Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors, but only to the extent that such Subsidiary:

(1) has no Indebtedness other than Non-Recourse Debt;

(2) except as permitted by Section 3.8 is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;

(3) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest onetwelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Domestic Subsidiary” of any specified Person means a Domestic Subsidiary of such Person all of the outstanding Capital Stock or other ownership interest of which (other than directors’ qualifying shares), shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person.

“Wholly Owned Restricted Subsidiary” of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

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SECTION 1.2. Other Definitions.

Term	Defined in Section
“Additional Restricted Notes”	2.1(b)
“Affiliate Transaction”	3.8(a)
“Agent Members”	2.1(e)(3)
“Asset Disposition Offer”	3.5(i)
“Asset Disposition Offer Amount”	3.5(j)
“Asset Disposition Offer Period”	3.5(j)
“Asset Disposition Purchase Date”	3.5(j)
“Authenticating Agent”	2.2
“Change of Control Offer”	3.10(a)
“Change of Control Payment”	3.10(a)
“Change of Control Payment Date”	3.10(a)(2)
“Clearstream”	2.1(b)
“Collateral Disposition Offer”	3.5(e)
“Collateral Proceeds Second Commitment”	3.5(c)
“Company Order”	2.2
“Covenant Defeasance”	8.3
“Covenant Suspension Event”	3.9(a)
“Defaulted Interest”	2.14
“Euroclear”	2.1(b)
“Event of Default”	6.1
“Excess Collateral Proceeds”	3.5(e)
“Excess Proceeds”	3.5(i)
“Global Notes”	2.1(b)
“Guaranteed Obligations”	10.1(a)
“incur”	3.2(a)
“Legal Defeasance”	8.2
“Mortgage Policies”	11.5(d)
“Mortgages”	11.5(b)
“Notes Register”	2.3
“Paying Agent”	2.3
“Payment Default”	6.1(5)(a)
“Permanent Regulation S Global Note”	2.1(b)
“Permitted Debt”	3.2(b)
“Permitted Parties”	3.11(b)
“protected purchaser”	2.10
“Redemption Date”	5.7(b)
“Registrar”	2.3
“Regulation S Global Note”	2.1(b)
“Regulation S Notes”	2.1(b)
“Resale Restriction Termination Date”	2.6(b)
“Restricted Payments”	3.3(a)
“Restricted Period”	2.1(b)
“Reversion Date”	3.9(b)
“Rule 144A Global Note”	2.1(b)
“Rule 144A Notes”	2.1(b)
“Second Commitment”	3.5(g)
“Secure Website”	3.11(b)
“Special Interest Payment Date”	2.14(a)
“Special Record Date”	2.14(a)
“Successor Company”	4.1(a)(2)
“Successor Guarantor”	4.1(b)(1)
“Suspended Covenants”	3.9(a)
“Suspension Period”	3.9(c)
“Temporary Regulation S Global Note”	2.1(b)

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SECTION 1.3. Incorporation by Reference of Trust Indenture Act. The following TIA terms have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Notes.

“indenture security holder” means a Holder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the Indenture securities means the Company and any other obligor on the Indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions. For the avoidance of doubt, the Company shall not be required to qualify this Indenture under the TIA.

SECTION 1.4. Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(5) words in the singular include the plural and words in the plural include the singular;

(6) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP;

(7) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(8) all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of the United States of America;

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(9) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

(10) “will” shall be interpreted to express a command;

(11) provisions apply to successive events and transactions;

(12) references to sections of, or rules under, the Securities Act or the Exchange Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(13) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(14) words used herein implying any gender shall apply to both genders.

ARTICLE II

THE NOTES

SECTION 2.1. Form, Dating and Terms.

(a) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Initial Notes issued on the date hereof will be in an aggregate principal amount of $200,000,000. In addition, the Company may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein). Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange or in lieu of, other Notes pursuant to Sections 2.2, 2.6, 2.10, 2.12, 5.6, or 9.5 in connection with a Collateral Disposition Offer or an Asset Disposition Offer pursuant to Section 3.5 or in connection with a Change of Control Offer pursuant to Section 3.10.

Notwithstanding anything to the contrary contained herein, the Company may not issue any Additional Notes, unless:

(1) Immediately after giving effect to such issuance, no Default or Event of Default shall have occurred and be continuing; and

(2) Prior to and immediately after giving effect to such issuance, the Company is in compliance with the covenants contained in this Indenture.

The Initial Notes shall be known and designated as “8.500% Senior Secured Notes due 2019” of the Company. Any Additional Notes shall be known and designated as “8.500% Senior Secured Notes due 2019” of the Company.

With respect to any Additional Notes, the Company shall set forth in (i) an Officer’s Certificate or (ii) one or more indentures supplemental hereto, the following information:

(1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and

(2) the issue price and the issue date of such Additional Notes, including the date from which interest shall accrue.

In authenticating and delivering Additional Notes, the Trustee shall receive and shall be fully protected in conclusively relying upon, in addition to the Opinion of Counsel and Officer’s Certificate required by Section 13.3 an Opinion of Counsel as to the due authorization, execution, delivery, validity and enforceability of such Additional Notes.

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The Initial Notes and the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture. Holders of the Initial Notes and the Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

The terms of any Additional Notes shall be established by action taken pursuant to Board Resolutions of the Company and a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate or the Indenture supplemental hereto setting forth the terms of the Additional Notes.

(b) The Initial Notes are being offered and sold by the Company pursuant to the Purchase Agreement. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional Restricted Notes”) will be resold initially only to (A) QIBs in reliance on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted Notes may thereafter be transferred to, among others, QIBS, purchasers in reliance on Regulation S, in each case, in accordance with the procedure described herein. Additional Notes offered after the date hereof may be offered and sold by the Company from time to time pursuant to one or more purchase agreements in accordance with applicable law.

Initial Notes and Additional Restricted Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global Note, substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, including appropriate legends as set forth in Section 2.1(d) (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

Initial Notes and any Additional Restricted Notes offered and sold outside the United States of America in reliance on Regulation S (the “Regulation S Notes”) shall initially be issued in the form of a temporary global Note (the “Temporary Regulation S Global Note”). Beneficial interests in the Temporary Regulation S Global Note will be exchanged for beneficial interests in a corresponding permanent global Note, without interest coupons, substantially in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Permanent Regulation S Global Note” and, together with the Temporary Regulation S Global Note, each a “Regulation S Global Note”) within a reasonable period after the expiration of the Restricted Period (as defined below) and upon (i) delivery of the certification contemplated by Exhibit D or (ii) receipt by the Trustee of an Officer’s Certificate certifying as to the expiration of the Restricted Period and instructing the Trustee to authenticate a Permanent Regulation S Global Note. Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee as custodian for DTC in the manner described in this Article II for credit to the respective accounts of the purchasers (or to such other accounts as they may direct), including, but not limited to, accounts at Euroclear Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream”). Prior to the 40th day after the later of the commencement of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted Period”), interests in the Temporary Regulation S Global Note may only be transferred to non- U.S. persons pursuant to Regulation S, unless exchanged for interests in a Rule 144A Global Note in accordance with the transfer and certification requirements described herein.

Investors may hold their interests in the Regulation S Global Note through organizations other than Euroclear or Clearstream that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream, Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries, in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the depositaries’ names on the books of DTC.

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The Regulation S Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.

The Rule 144A Global Note and the Regulation S Global Note are sometimes collectively herein referred to as the “Global Notes.”

The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Paying Agent or Registrar designated by the Company in the Borough of Manhattan, The City of New York, or at such other office or agency of the Company as may be maintained for such purpose pursuant to Section 2.3; provided, however, that, at the option of the Company, each installment of interest may be paid by (i) check mailed to Holders at their registered addresses as they appear on the Notes Register (as defined in Section 2.3) or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A and in Section 2.1(d). The Company shall approve any notation, endorsement or legend on the Notes. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee and the Notes Collateral Agent, by their execution and delivery of this Indenture, expressly agree to be bound by such terms.

(c) Denominations. The Notes shall be issuable only in fully registered form, without coupons, and only in minimum denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.

(d) Restrictive Legends. Unless and until an Initial Note or an Additional Note issued as a Restricted Note is sold under an effective registration statement:

(1) each Rule 144A Global Note shall bear the following legend on the face thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT

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REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

BY ACQUIRING THIS NOTE OR ANY INTEREST THEREIN, EACH HOLDER AND EACH TRANSFEREE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST THEREIN: (1) EITHER (A) IT IS NOT ACQUIRING THE NOTE OR ANY INTEREST THEREIN FOR OR ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS NOTE OR ANY INTEREST THEREIN WILL NOT BE AND WILL NOT BE ACTING ON BEHALF OF) (I) ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (II) ANY “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE (INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT UNDER SECTION 408 OF THE CODE), OR (III) ANY ENTITY OF WHICH THE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY PLANS DESCRIBED IN THE FOREGOING CLAUSES (I) OR (II) (AS DETERMINED PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATIONS, AS MODIFIED BY SECTION 3(42) OF ERISA), OR (IV) ANY PLAN, SUCH AS A FOREIGN PLAN, GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) THAT IS NOT SUBJECT TO TITLE I OF ERISA, BUT THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, FOREIGN OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAW”), OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY PROVISION OF A SIMILAR LAW; AND (2) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN OTHER THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE.

(2) each Regulation S Global Note shall bear the following legend on the face thereof:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES,

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TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF SECURITIES OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

BY ACQUIRING THIS NOTE OR ANY INTEREST THEREIN, EACH HOLDER AND EACH TRANSFEREE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST THEREIN: (1) EITHER (A) IT IS NOT ACQUIRING THE NOTE OR ANY INTEREST THEREIN FOR OR ON BEHALF OF (AND FOR SO LONG AS IT HOLDS THIS NOTE OR ANY INTEREST THEREIN WILL NOT BE AND WILL NOT BE ACTING ON BEHALF OF) (I) ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO TITLE I OF ERISA, (II) ANY “PLAN” (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“CODE”)) THAT IS SUBJECT TO SECTION 4975 OF THE CODE (INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT UNDER SECTION 408 OF THE CODE), OR (III) ANY ENTITY OF WHICH THE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY PLANS DESCRIBED IN THE FOREGOING CLAUSES (I) OR (II) (AS DETERMINED PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATIONS, AS MODIFIED BY SECTION 3(42) OF ERISA), OR (IV) ANY PLAN, SUCH AS A FOREIGN PLAN, GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA) THAT IS NOT SUBJECT TO TITLE I OF ERISA, BUT THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, FOREIGN OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAW”), OR (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR ANY INTEREST THEREIN WILL NOT CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY PROVISION OF A SIMILAR LAW; AND (2) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST THEREIN OTHER THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE.

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The Temporary Regulation S Global Note shall bear the following additional legend on the face thereof:

THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.

(3) Each Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Each Note issued hereunder that has more than a de minimis amount of original issue discount for U.S. federal income tax purposes shall bear a legend in substantially the following form:

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO:

Allied Specialty Vehicles, Inc.

4776 New Broad Street

Orlando, Florida 32814

Attention: Chief Financial Officer

(e) Book-Entry Provisions.

(1) This Section 2.1(e) shall apply only to Global Notes deposited with the Trustee, as custodian for DTC.

(2) Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered to the Trustee as custodian for DTC and (z) bear legends as set forth in Section 2.1(d). Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to

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DTC, its successors or their respective nominees, except as set forth in Section 2.1(e)(5) and 2.1(f). If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

(3) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Trustee as the custodian of DTC or under such Global Note, and DTC shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global Note.

(4) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(f) to beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more Definitive Notes of like tenor and amount.

(5) In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.

(6) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(7) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry.

(f) Definitive Notes.

(1) Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (A) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 120 days of such notice, (B) the Company in its sole discretion executes and delivers to the Trustee and Registrar an Officer’s Certificate stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar has received a request from DTC. In the event of the occurrence of any of the events specified in the second preceding sentence or in clause (A), (B) or (C) of the preceding sentence, the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes.

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(2) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e)(4) shall, (i) except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d) and (ii) be registered in the name of the Holder of the Definitive Note.

(3) If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled certificated Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.

(4) If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the Definitive Note being transferred or exchanged, (y) the Company shall execute, and the Trustee shall authenticate and make available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Company shall execute, and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive Notes, registered in the name of the Holder thereof.

(5) Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon exchange or transfer of a beneficial interest in the Temporary Regulation S Global Note prior to (x) the end of the Restricted Period and (y) the receipt of any certificates required under the provisions of Regulation S.

SECTION 2.2. Execution and Authentication. One Officer shall sign the Notes for the Company by manual, facsimile or electronic (including “pdf”) signature. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized officer of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication.

At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery: (1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $200,000,000, (2) subject to the terms of this Indenture, Additional Notes for original issue in an unlimited principal amount and (3) under the circumstances set forth in Section 2.6(e), Initial Notes in the form of an Unrestricted Global Note, in each case upon a written order of the Company signed by one Officer of the Company (the “Company Order”). Such Company Order shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or Additional Notes.

The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

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In case the Company or any Guarantor, pursuant to Article IV or Section 10.2 as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

SECTION 2.3. Registrar and Paying Agent. The Company shall maintain in the Borough of Manhattan, The City of New York, New York an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange (the “Notes Register”). The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent and the term “Registrar” includes any co-registrar.

The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee in writing of the name and address of each such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Company or any of its wholly owned Restricted Subsidiaries organized in the Unites States may act as Paying Agent, Registrar or transfer agent.

The Company initially appoints the Trustee as Registrar and Paying Agent for the Notes. The Company may remove any Registrar or Paying Agent without prior notice to the Holders, but upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Company and the Trustee.

SECTION 2.4. Paying Agent to Hold Money in Trust. By no later than 10:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Company shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium or interest when due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such assets have been distributed to it by the Company or other obligors on the Notes), shall notify the Trustee in writing of any default by the Company or any Guarantor in making any such payment and shall during the continuance of any default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Notes together with a full accounting thereof. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets disbursed by such Paying Agent. Upon complying with this Section 2.4 the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Notes.

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SECTION 2.5. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available and known to it of the names and addresses of Holders. If the Trustee is not the Registrar, or to the extent otherwise required under the TIA, the Company, on its own behalf and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.6. Transfer and Exchange.

(a) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by this Section 2.6. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section 2.6 by noting the same in the register maintained by the Trustee for the purpose, and no transfer or exchange will be effective until it is registered in such register. The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section 2.6 and Section 2.1(e) and 2.1(f), as applicable, and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and Clearstream. The Trustee shall refuse to register any requested transfer or exchange that does not comply with this paragraph.

(b) Transfers of Rule 144A Notes. The following provisions shall apply with respect to any proposed registration of transfer of a Rule 144A Note prior to the date which is one year after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Notes or the relevant beneficial interest therein (or any predecessor thereto) (the “Resale Restriction Termination Date”):

(1) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; provided that no such written representation or other written certification shall be required in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC; and

(2) a registration of transfer of a Rule 144A Note or a beneficial interest therein to a Non U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit E from the proposed transferee and, if requested by the Company, the delivery of an opinion of counsel, certification and/or other information satisfactory to it.

(c) Transfers of Regulations S Notes. The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period:

(1) a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A; and

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(2) a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form set forth in Exhibit E hereof from the proposed transferee and, if requested by the Company, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to the Company.

After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred in accordance with applicable law without requiring the certification set forth in Exhibit E or any additional certification.

(d) Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (i) an Initial Note is being transferred pursuant to an effective registration statement, (ii) Initial Notes are being exchanged for Notes that do not bear the Restricted Notes Legend in accordance with Section 2.6(e) or (iii) there is delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the effect that neither such legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in a registered offering shall not be required to bear the Restricted Notes Legend.

(e) [Reserved].

(f) Retention of Written Communications. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.1 or this Section 2.6. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable prior written notice to the Registrar.

(g) Obligations with Respect to Transfers and Exchanges of Notes.

(1) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s request.

(2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require the Holder to pay a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5).

(3) The Company (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

(4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A and a) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

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(5) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d).

(6) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(h) No Obligation of the Trustee.

(1) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(2) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(i) Affiliate Holders. By accepting a beneficial interest in a Global Note, any Person that is an Affiliate of the Company agrees to give notice to the Company, the Trustee and the Registrar of the acquisition and its Affiliate status.

SECTION 2.7. [Reserved].

SECTION 2.8. [Reserved].

SECTION 2.9. [Reserved].

SECTION 2.10. Mutilated, Destroyed, Lost or Stolen Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee or the Company shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Company, any Guarantor or

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the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section 2.10, the Company may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith.

Subject to the proviso in the initial paragraph of this Section 2.10 every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.11. Outstanding Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding. A Note does not cease to be outstanding in the event the Company or an Affiliate of the Company holds the Note; provided, however, that in determining whether the Trustee shall be protected in making a determination whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders for quorum purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually knows to be held by the Company or a Subsidiary of the Company shall not be considered outstanding. If a Note is replaced pursuant to Section 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.10.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date money sufficient to pay all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.12. Temporary Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Notes, which shall be maintained in registered form in accordance with Section 2.3. Temporary Notes shall be substantially in the form, and shall carry all rights, of Definitive Notes but may have variations that the Company considers appropriate for temporary Notes. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Company for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute, and the Trustee shall authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of Definitive Notes.

SECTION 2.13. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration

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of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance with its internal policies and customary procedures including delivery of evidence of disposal (subject to the record retention requirements of the Exchange Act) upon the Company’s written request. If the Company or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.13. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange.

At such time as all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Notes Custodian, to reflect such reduction.

SECTION 2.14. Payment of Interest. Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the Person in whose name such Note (or one or more predecessor Notes) is registered at the close of business on the regular record date for such payment at the office or agency of the Company maintained for such purpose pursuant to Section 2.3.

Any interest on any Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) shall be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date (not less than 25 days after such notice) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Company shall fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which date shall be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee in writing of such Special Record Date, and in the name and at the expense of the Company, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 13.1, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

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Subject to the foregoing provisions of this Section 2.14, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.15. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 2.16. CUSIP, Common Code and ISIN Numbers. The Company in issuing the Notes may use “CUSIP”, “Common Code” and “ISIN” numbers and, if so, the Trustee shall use “CUSIP”, “Common Code” and “ISIN” numbers in notices of redemption or purchase as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or purchase shall not be affected by any defect in or omission of such CUSIP, Common Code and ISIN numbers. The Company shall promptly notify the Trustee in writing of any change in the CUSIP, Common Code and ISIN numbers.

ARTICLE III

COVENANTS

SECTION 3.1. Payment of Notes. The Company will pay or cause to be paid the principal of, premium, if any, and interest on, the Notes on the dates and in the manner provided in the Notes. Principal of, premium, if any, and interest on, the Notes will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 3.2. Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue Preferred Stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued, as the case may be, would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the proceeds thereof applied at the beginning of such four-quarter period.

(b) The provisions of Section 3.2(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

(1) the incurrence by the Company and any Restricted Subsidiaries of Indebtedness (including letters of credit) under Debt Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed (A) the greater of (i) $175.0 million less the aggregate amount of all Net Proceeds of Asset Dispositions applied by the Company or any of its Restricted Subsidiaries since the Issue Date to permanently repay any Indebtedness

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under a Debt Facility (and, in the case of any revolving credit Indebtedness, to effect a corresponding permanent commitment reduction thereunder) and (ii) the Borrowing Base; plus (B) in the event of any refinancing of such Indebtedness, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

(2) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date;

(3) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness;

(4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred within 360 days of the acquisition or completion of construction or installation for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Restricted Subsidiaries, or Attributable Debt relating to a sale and leaseback transaction, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed the greater of $25.0 million and 3.75% of Total Assets at any time outstanding;

(5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 3.2(a) or clauses (2), (3), (5), (15) or (16) of this Section 3.2(b);

(6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that:

(A) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and

(B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of Preferred Stock; provided, however, that:

(A) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary of the Company; and

(B) any sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (7);

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(8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes;

(9) the guarantee by the Company or any of the Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 3.2; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

(10) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, performance and surety bonds and other similar instruments issued or created in the ordinary course of business; including in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance obligations;

(11) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Restricted Subsidiary of the Company, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(12) Indebtedness of the Company’s Restricted Subsidiaries that are not Guarantors in an aggregate principal amount not to exceed $10.0 million at any time outstanding;

(13) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;

(14) the incurrence by the Company or any of the Guarantors of Indebtedness in connection with the repurchase, redemption or other acquisition or retirement of Equity Interests held by any current or former officer, director or employee of any Parent, the Company or any of its Restricted Subsidiaries; provided that such repurchase, redemption or other acquisition or retirement is permitted by Section 3.3(b)(5); provided, further, that such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes or the Note Guarantees and any payment on, or with respect to, a repurchase, redemption, defeasance, acquisition or retirement for value or otherwise shall be deemed a Restricted Payment, as the case may be;

(15) Indebtedness or Disqualified Stock of the Company and Indebtedness or preferred stock of any Restricted Subsidiary in an aggregate amount since the Issue Date equal to 100% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the common equity capital of the Company as determined in accordance with Section 3.3(a)(iii)(B) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 3.3(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof);

(16) (x) the incurrence by the Company of Indebtedness or Disqualified Stock, or the incurrence by a Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock, to finance the acquisition of a Permitted Business or the Capital Stock of a Person engaged in a Permitted Business or (y) the assumption by the Company or a Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the

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Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that in the case of (x) and (y), after giving effect to such acquisition or merger, on a pro forma basis for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued, (A) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test or (B) the Fixed Charge Coverage Ratio of the Company is no less than the Fixed Charge Coverage Ratio of the Company immediately prior to such acquisition or merger;

(17) the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction; provided that the aggregate amount of Indebtedness under this clause (17), when aggregated with all Indebtedness outstanding under clause (b)(1) of this Section 3.2, shall not exceed the maximum amount permitted under clause (b)(1) of this Section 3.2;

(18) the incurrence of Indebtedness of the Company or any Restricted Subsidiary of the Company supported by a letter of credit issued under the Debt Facilities in a principal amount not in excess of the stated amount of such letter of credit; provided that the stated amount of such letter of credit shall reduce the amount available to be borrowed under the Debt Facilities pursuant to either clause (1), (12) or (21) of this Section 3.2;

(19) to the extent constituting Indebtedness, customer deposits and advance payments (including progress premiums) received in the ordinary course of business;

(20) guarantees of or the assumption of Indebtedness of Dealers, when taken together with all Investments made pursuant to clause (15) of the definition of Permitted Investments that are at the time outstanding, not to exceed the greater of $10.0 million and 1.5% of Total Assets at any time outstanding; and

(21) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (which additional Indebtedness may be incurred, in whole or in part, under the New ABL Revolving Credit Facility) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (21), not to exceed $25.0 million.

(c) For purposes of determining compliance with this Section 3.2, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (21) above, or is entitled to be incurred pursuant to paragraph (a) of this Section 3.2, the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 3.2. Notwithstanding the foregoing, the committed amount of Indebtedness under the Debt Facilities on the date on which Notes are first issued and authenticated under this Indenture will be deemed when incurred to have been incurred on such date in reliance on the exception provided by clause (b)(1) of this Section 3.2 and may not later be reclassified.

The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of Preferred Stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 3.2; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Fixed Charges of the Company as accrued. Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

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The amount of any Indebtedness outstanding as of any date will be:

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and

(2) the principal amount of the Indebtedness, in the case of any other Indebtedness.

The Company will not, and will not permit any Guarantor to, directly or indirectly, incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness (including Acquired Debt) that is subordinated or junior in right of payment to any Indebtedness of the Company or any Guarantor, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. For the purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because it is unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

SECTION 3.3. Restricted Payments.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company and other than dividends or distributions payable to the Company or a Restricted Subsidiary of the Company);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Company and any of the Guarantors), except (A) a payment of interest or the payment of principal at the Stated Maturity thereof or (B) the purchase, redemption, defeasance or other acquisition or retirement of any such subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within one year; or

(4) make any Restricted Investment

(all such payments and other actions set forth in clauses (1) through (4) being collectively referred to as “Restricted Payments”), unless, at the time of and immediately after giving effect to such Restricted Payment:

(i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2(a) hereof; and

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(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (11) (solely to the extent deducted in calculating Consolidated Net Income) and (13) of Section 3.3(b) hereof), is less than the sum, without duplication, of:

(A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds, and the Fair Market Value of any property other than cash, received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus

(C) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any); plus

(D) to the extent that any Unrestricted Subsidiary of the Company designated as such after the Issue Date is redesignated as a Restricted Subsidiary after the Issue Date, the Fair Market Value of the Company’s Investment in such Subsidiary as of the date of such redesignation; plus

(E) any dividends or other distributions received by the Company or a Restricted Subsidiary of the Company that is a Guarantor after the date of the of this Indenture from an Unrestricted Subsidiary of the Company or any Restricted Investment made after the Issue Date, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Company for such period and were not used to reduce Investments made pursuant to clause (14) of the definition of “Permitted Investments”;

provided, however, that the sum of clauses (C), (D) and (E) above shall not exceed the aggregate amount of all such Investments made subsequent to the Issue Date.

(b) The provisions of Section 3.3(a) hereof shall not prohibit:

(1) the payment of any dividend or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Indenture;

(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock) or from the substantially concurrent cash contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 3.3(a)(iii)(B) hereof;

(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;

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(4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company or any distribution, loan or advance to Parent for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Parent, in each case held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or other agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed (a) $5.0 million in any twelve-month period (plus the net cash proceeds from the issuance of Equity Interests to officers, directors or employees) and (b) $10.0 million (plus the net cash proceeds from the issuance of Equity Interests to officers, directors or employees) in the aggregate since the Issue Date (provided that, in each case, the amount of any such net cash proceeds that are utilized for any such Restricted Payment pursuant to clauses (a) or (b) will be excluded from Section 3.3(a)(iii)(B) hereof; provided, further, that the Company may carry over and make in the two immediately subsequent twelve-month periods, in addition to the amounts permitted for such twelve-month period, the amount of such repurchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in the two immediately preceding twelve-month periods; it being understood that the cancellation of Indebtedness owed by management to the Company in connection with such repurchase or redemption will not be deemed to be a Restricted Payment;

(6) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance with the Fixed Charge Coverage Ratio test described in Section 3.2(a) hereof to the extent such dividends are included in the calculation of Fixed Charges;

(8) Permitted Payments to Parent;

(9) the repayment or repurchase of Indebtedness that is subordinated in right of payment to the Notes or the Note Guarantees upon an asset sale (provided that the amount of any net proceeds from such asset sale that are utilized for any Restricted Payment pursuant to this clause (9) shall be excluded from clause (iii)(C) of Section 3.3(a) hereof) or Change of Control if and to the extent that such repayment or repurchase was required by the provisions of such Indebtedness; provided that, prior to such repayment or repurchase, the Company shall have made the Collateral Disposition Offer, the Asset Disposition Offer or Change of Control Offer, as applicable, with respect to the Notes as required by this Indenture, and the Company shall have repurchased all Notes validly tendered for payment and not validly withdrawn in connection with such Collateral Disposition Offer, Asset Disposition Offer or Change of Control Offer, as applicable;

(10) the payment of dividends on common stock of the Company or any direct or indirect parent entity following the first bona fide underwritten public offering of common stock of the Company or any direct or indirect parent entity after the Issue Date of up to 6% per annum of the net cash proceeds received by the Company from all public offerings; provided, however, that the aggregate amount of all such dividends shall not exceed the aggregate amount of net cash proceeds received by the Company from all public offerings;

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(11) the distribution, dividend or otherwise, of shares of Capital Stock of or Indebtedness owed to the Company or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents);

(12) the payment of management, consulting, monitoring, transaction, advisory fees or other fees and related expenses (including indemnification and similar amounts) pursuant to the Management Agreement; and

(13) other Restricted Payments in an aggregate amount not to exceed $15.0 million since the Issue Date;

provided, that in the case of Restricted Payments pursuant to clauses (5), (7), (9), (10), (11) and (13) above, no Default has occurred and is continuing or would be caused as a consequence of such payment.

(c) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 3.3 will be determined by the Board of Directors of the Company, whose resolution with respect thereto shall be delivered to the Trustee. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $20.0 million. The Company, in its sole discretion, may classify any Investment or other Restricted Payment as being made in part under one of the provisions of Section 3.3(b) hereof (or, in the case of any Investment, the clauses of Permitted Investments) and in part under one or more such provisions (or, as applicable, clauses).

SECTION 3.4. Dividend and Other Payment Restrictions Affecting Subsidiaries.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock to the Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any of its Restricted Subsidiaries;

(2) make loans or advances to the Company or any of its Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries.

(b) The restrictions in Section 3.4(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1) agreements governing Existing Indebtedness and Debt Facilities as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date as determined in good faith by the Board of Directors of the Company;

(2) this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement;

(3) applicable law, rule, regulation or administrative or court order;

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(4) any instrument governing Indebtedness, Capital Stock or assets of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be incurred;

(5) customary non-assignment provisions in contracts, leases or licenses;

(6) purchase money obligations and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 3.4(a)(3) hereof;

(7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Board of Directors of the Company;

(9) Liens permitted to be incurred under the provisions of Section 3.6 hereof and restrictions in the agreements relating thereto that limit the right of the debtor to dispose of the assets subject to such Liens;

(10) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors and otherwise permitted under this Indenture, which limitation is applicable only to the assets that are the subject of such agreements;

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(12) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with or in anticipation of such acquisition;

(13) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;

(14) restrictions on the transfer of assets subject to any Lien permitted under this Indenture imposed by the holder of such Lien;

(15) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;

(16) restrictions on the ability of any Guarantor, any Foreign Subsidiary or, provided that such encumbrances or restrictions will not materially affect the Company’s ability to make anticipated principal and interest payments on the Notes (as determined in good faith by the Board of Directors of the Company), any Domestic Subsidiary that is not a Guarantor, to make dividends or other distributions resulting from the operation of payment defaults and reasonable financial covenants contained in documentation governing Indebtedness of such Guarantor or Foreign Subsidiary permitted to be incurred under this Indenture;

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(17) Indebtedness or other contractual requirements of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary;

(18) solely with respect to clause (3) of Section 3.4(a) hereof, Indebtedness or other contractual requirements of the Company or its Restricted Subsidiaries in connection with a floorplan financing arrangement or other similar retail financing arrangement;

(19) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (18) above permitted to be incurred subsequent to the Issue Date; provided that the encumbrances or restrictions in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, than the encumbrances or restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing, as determined in good faith by the Board of Directors of the Company; and

(20) agreements governing other Indebtedness permitted to be incurred pursuant to Section 3.2 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein either (i) are not materially more restrictive than those contained in agreements governing Indebtedness in effect on the Issue Date, or (ii) are not materially more disadvantageous to Holders than is customary in comparable financings (as determined by the Company in good faith) and in the case of (ii) either (x) the Company determines (in good faith) that such encumbrance or restriction will not affect the Company’s ability to make principal or interest payments on the notes or (y) such encumbrances or restrictions apply only during the continuance of a default in respect of payment or a financial maintenance covenant relating to such Indebtedness.

SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition of Notes Collateral unless:

(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of the Notes Collateral subject to such Asset Disposition;

(2) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (2) that is at that time outstanding, not to exceed the greater of $10.0 million and 1.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be Cash Equivalents for purposes of this clause (2) and clause (b)(2)(a) below; and

(3) the remaining consideration from such Asset Disposition that is not in the form of cash or Cash Equivalents is thereupon with its acquisition pledged as the Notes Collateral to secure the Notes.

(b) For purposes of Section 3.5(a)(2) hereof, the following shall be deemed to be cash: (a) the repayment or assumption of Indebtedness secured by Liens with a priority to the Liens in favor of the Notes and the Note Guarantees (other than Indebtedness incurred in contemplation of such Asset Disposition) and (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are, within 180 days of the disposition of Collateral, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents (of the variety described in clauses (1) through (7) of the definition thereof) received in that conversion.

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(c) Any Net Proceeds from any Asset Disposition or Recovery Event in respect of Notes Collateral may be (1) invested by the Company or a Restricted Subsidiary in additional assets constituting Notes Collateral (including, without limitation, through capital expenditures or acquisitions of assets constituting Notes Collateral other than Capital Stock of Foreign Subsidiaries, or in the case of Net Proceeds from any Recovery Event, the performance of a restoration of the affected Collateral) within 365 days of the date of such Asset Disposition or Recovery Event, which additional assets are thereupon with their acquisition added to the Notes Collateral securing the Notes or (2) used to repay (and correspondingly reduce commitments with respect to) Pari Passu Lien Indebtedness; provided, that the Company will equally and ratably reduce Indebtedness under the Notes by making an offer to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, such offer to be conducted in accordance with the procedures set forth below for a Collateral Disposition Offer but without any further limitation in amount; provided, further, that in the case of clause (1) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event that such commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another binding commitment (a “Collateral Proceeds Second Commitment”) within 180 days of such cancellation or termination (or, if later, 365 days after the receipt of such Net Proceeds); provided, further, that if any Collateral Proceeds Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Collateral Proceeds.

(d) The Company and the Guarantors shall not reinvest the proceeds of Asset Dispositions of ABL Collateral in the Capital Stock of Foreign Subsidiaries.

(e) Any Net Proceeds from Asset Dispositions of Notes Collateral or Recovery Events that are not applied or invested as provided in this subsection (a) or in accordance with the Collateral Documents will be deemed to constitute “Excess Collateral Proceeds.” When the aggregate amount of Excess Collateral Proceeds exceeds $20.0 million, within 15 days thereof the Company will be required to make an offer (“Collateral Disposition Offer”) to all Holders and all holders of other Pari Passu Lien Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of Notes Collateral to purchase the maximum principal amount of the Notes and such Pari Passu Lien Indebtedness (on a pro rata basis) to which the Collateral Disposition Offer applies that may be purchased out of the Excess Collateral Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture; provided that to the extent the Excess Collateral Proceeds relate to Asset Dispositions of ABL Collateral, the Company may, prior to making a Collateral Disposition Offer, make a prepayment with respect to the maximum principal amount of Indebtedness that is secured by such Notes Collateral on a first-priority basis that may be prepaid out of such Excess Collateral Proceeds, at a price in cash in an amount equal to 100% of the principal amount of such Indebtedness, plus accrued and unpaid interest, to the date of prepayment, with any Excess Collateral Proceeds not used to prepay such Indebtedness offered to Holders in accordance with this Section 3.5(e). To the extent that the aggregate amount of Notes and other Pari Passu Lien Indebtedness so validly tendered and not properly withdrawn pursuant to a Collateral Disposition Offer is less than the Excess Collateral Proceeds (after giving effect to the prepayment of Indebtedness secured on a first-priority basis in the case of an Asset Disposition of ABL Collateral), the Company may use any remaining Excess Collateral Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes surrendered by Holders and Pari Passu Lien Indebtedness tendered into such Collateral Disposition Offer exceeds the amount of Excess Collateral Proceeds, the Notes and Pari Passu Lien Indebtedness to be purchased shall be selected on a pro rata basis. Upon completion of such Collateral Disposition Offer, the amount of Excess Collateral Proceeds shall be reset at zero.

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(f) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition (other than Asset Dispositions of Notes Collateral which shall be treated in the manner set forth in Section 3.5(a) above) unless:

(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Disposition at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

(2) at least 75% of the consideration received in the Asset Disposition by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash:

(a) Cash Equivalents; provided that any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in an Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (a) that is at that time outstanding, not to exceed the greater of $10.0 million and 1.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be Cash Equivalents for purposes of this clause (a) and Section 3.5(a)(2) above;

(b) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee and Indebtedness incurred in contemplation of such Asset Disposition) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability;

(c) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are, within 180 days of the Asset Disposition, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents (of the variety described in clauses (1) through (7) of the definition thereof) received in that conversion; and

(d) any stock or assets of the kind referred to in clause (3) or (5) of Section 3.5(g).

(g) Within 365 days after the receipt of any Net Proceeds from an Asset Disposition subject to Section 3.5(f), the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option:

(1) to repay Secured Indebtedness secured by a Permitted Lien on the assets (provided that such Permitted Lien is not pari passu with or subordinate to the Lien on such assets in favor of the Holders) subject to such Asset Disposition or Indebtedness of the applicable Restricted Subsidiary of the Company (if such Restricted Subsidiary is not a Guarantor) and if such Indebtedness is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;

(2) to repay (and correspondingly reduce commitments with respect to) Pari Passu Lien Indebtedness; provided that the Company will equally and ratably reduce Indebtedness under the Notes by making an offer to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, such offer to be conducted in accordance with the procedures set forth below for an Asset Disposition Offer but without further limitation in amount;

(3) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;

(4) to make a capital expenditure; or

(5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business;

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provided, however, that in the cause of clauses (3), (4) and (5) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event that such commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Company or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within 180 days of such cancellation or termination (or, if later, 365 days after the receipt of such Net Proceeds); provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds;

(h) Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(i) Any Net Proceeds from Asset Dispositions that are not applied or invested as provided above will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 15 days thereof, the Company will make an offer (“Asset Disposition Offer”) to all Holders and all holders of Pari Passu Lien Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other Pari Passu Lien Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Disposition Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Disposition Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Lien Indebtedness tendered into such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Pari Passu Lien Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Disposition Offer, the amount of Excess Proceeds will be reset at zero.

(j) The Collateral Disposition Offer or Asset Disposition Offer will remain open for a period of 20 Business Days following its commencement, except to the extent that a longer period is required by applicable law (the “Asset Disposition Offer Period”). No later than five Business Days after the termination of the Asset Disposition Offer Period (the “Asset Disposition Purchase Date”), the Company will purchase the principal amount of Notes (and other Indebtedness required to be purchased pursuant to Section 3.5(e)) and Pari Passu Lien Indebtedness required to be purchased pursuant to this Section 3.5 (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount has been so validly tendered, all Notes (and other Indebtedness required to be purchased pursuant to Section 3.5(e)) and Pari Passu Lien Indebtedness, if applicable, validly tendered in response to the Collateral Disposition Offer or Asset Disposition Offer, as applicable. If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid on such Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Collateral Disposition Offer or Asset Disposition Offer.

(k) Upon the commencement of a Collateral Disposition Offer or Asset Disposition Offer, as applicable, the Company will send, by first class mail, a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Collateral Disposition Offer or Asset Disposition Offer, as applicable. The notice, which will govern the terms of the Collateral Disposition Offer or Asset Disposition Offer, as applicable, will state:

(1) that the Collateral Disposition Offer or Asset Disposition Offer is being made pursuant to this Section 3.5 and the length of time the Collateral Disposition Offer or Asset Disposition Offer will remain open;

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(2) the Asset Disposition Offer Amount, the purchase price and the Asset Disposition Purchase Date;

(3) that any Security not tendered or accepted for payment will continue to accrue interest;

(4) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Collateral Disposition Offer or Asset Disposition Offer will cease to accrue interest after the Asset Disposition Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to a Collateral Disposition Offer or Asset Disposition Offer, as applicable, may elect to have Notes purchased in minimum denominations of $2,000 or integral multiples of $1,000 in excess of $2,000, only;

(6) that Holders electing to have a Note purchased pursuant to any Collateral Disposition Offer or Asset Disposition Offer, as applicable, will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer its interest in such Note by book-entry transfer, to the Company or a Paying Agent at the address specified in the notice at least three Business Days before the Asset Disposition Purchase Date;

(7) that Holders will be entitled to withdraw their election if the Company or the Paying Agent, as the case may be, receives, not later than the expiration of the Asset Disposition Offer Period, a telegram, telex, facsimile or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(8) that, if the aggregate principal amount of Notes and, if applicable, other Indebtedness required to be purchased pursuant to Section 3.5(e) and other Pari Passu Lien Indebtedness surrendered by the Holders thereof exceeds the Asset Disposition Offer Amount, the Company will select the Notes and, if applicable, such other Indebtedness and Pari Passu Lien Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other Indebtedness and Pari Passu Lien Indebtedness surrendered (with such adjustments as may be deemed appropriate so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, will be purchased); and

(9) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

(l) If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid on such Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Collateral Disposition Offer or Asset Disposition Offer.

(m) On or before the Asset Disposition Purchase Date, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Disposition Offer Amount of Notes (and other Indebtedness required to be purchased pursuant to Section 3.5(e)) and Pari Passu Lien Indebtedness or portions of Notes (and other Indebtedness required to be purchased pursuant to Section 3.5 (e)) and Pari Passu Lien Indebtedness so validly tendered and not properly withdrawn pursuant to the Collateral Disposition Offer or Asset Disposition Offer, or if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes (and other Indebtedness required to be purchased pursuant to Section 3.5(e)) and Pari Passu Lien Indebtedness so validly tendered and not properly withdrawn, in each case in integral multiples of $1,000; provided that no Notes of $2,000 or less can be repurchased in part. The Company or the Paying Agent, as the case may be, will promptly (but in any case not later than five Business Days after termination of the Asset Disposition Offer Period) mail or deliver to each tendering Holder or holder or lender of such other Indebtedness or Pari Passu Lien Indebtedness, as the case may be, an amount equal to the purchase price of the Notes, such other Indebtedness or Pari Passu

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Lien Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Company for purchase, and the Company will promptly issue a new Note, and the Trustee, upon delivery of an Officer’s Certificate from the Company, will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted will be promptly mailed or delivered by the Company to the Holder thereof. The Company will publicly announce the results of the Collateral Disposition Offer or Asset Disposition Offer, as the case may be, on the Asset Disposition Purchase Date.

(n) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Collateral Disposition Offer or an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.5, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.5 by virtue of such compliance.

(o) The Company will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless:

(1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) in the event such Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith, in excess of $10.0 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company; and

(3) in the event such Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith, in excess of $20.0 million, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view.

SECTION 3.6. Limitation on Liens. The Company will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) securing Indebtedness, Attributable Debt or trade payables, in each case, including any guarantee of such Restricted Subsidiary, upon any property or assets of the Company or such Restricted Subsidiary, now owned or hereafter acquired, or upon any income or profits therefrom.

SECTION 3.7. Limitation on Sale and Leaseback Transactions. The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

(1) the Company or that Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction under (i) the Fixed Charge Coverage Ratio test in Section 3.2(a) hereof or (ii) clauses (4) or (17) of Section 3.2(b) hereof and (b) incurred a Lien to secure such Indebtedness pursuant to Section 3.6 hereof,

(2) the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value of the property that is the subject of that sale and leaseback transaction; and

(3) the transfer of assets in that sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with Section 3.5 hereof.

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SECTION 3.8. Limitation on Affiliate Transactions.

(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company involving aggregate consideration in excess of $2.0 million (each, an “Affiliate Transaction”), unless:

(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Company delivers to the Trustee:

(A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 3.8(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company; and

(B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

(b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 3.8(a) hereof:

(1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and payments pursuant thereto;

(2) transactions between or among the Company and/or its Restricted Subsidiaries;

(3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person;

(4) payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Company;

(5) any issuance of Equity Interests (other than Disqualified Stock) of the Company to Affiliates of the Company and the granting of registration rights in connection therewith;

(6) Restricted Payments that do not violate Section 3.3 hereof;

(7) Permitted Investments;

(8) any transaction pursuant to any agreement in existence on the Issue Date and described in the Offering Memorandum or any amendment or replacement thereof that, taken in its entirety, is no less favorable to the Company than the agreement as in effect on the Issue Date;

(9) the payment of indemnities provided for by the Company’s charter, by-laws and written agreements and reasonable fees to directors of the Company, any Parent and the Restricted Subsidiaries who are not employees of the Company, any Parent or the Restricted Subsidiaries;

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(10) any tax sharing agreement or arrangement and payments pursuant thereto among the Company and its Subsidiaries and any other Person with which the Company or its Subsidiaries files a consolidated, combined or unitary tax return or with which the Company or any of its Restricted Subsidiaries is part of a consolidated, combined or unitary group for tax purposes in amounts not otherwise prohibited by this Indenture;

(11) transactions with a joint venture engaged in a Permitted Business; provided that all the outstanding ownership interests of such joint venture are owned only by the Company, its Restricted Subsidiaries and Persons who are not Affiliates of the Company;

(12) transactions with customers, clients, suppliers or purchasers or sellers of goods, in each case in the ordinary course of business;

(13) transactions which have been approved by a majority of the disinterested members of the Board of Directors and with respect to which an independent financial advisor has delivered an opinion as to the fairness to the Company or such Restricted Subsidiary of such transaction from a financial point of view;

(14) transactions pursuant to the Management Agreement;

(15) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Company or a Restricted Subsidiary of the Company; provided that such agreement was not entered into contemplation of such acquisition or merger, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the date of such acquisition or merger);

(16) any Qualified Receivables Transaction; and

(17) any floorplan financing arrangements or other similar retail financing arrangements that are made in the ordinary course of the Company’s business or consistent with past practice prior to the Issue Date.

SECTION 3.9. Covenant Suspension. (a) If on any date following Issue Date (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Company and its Restricted Subsidiaries will not be subject to the following covenants (collectively, the “Suspended Covenants”):

(1) Section 3.2;

(2) Section 3.3;

(3) Section 3.4;

(4) Section 3.5;

(5) Section 3.8;

(6) Section 3.12; and

(7) Section 4.1(a)(4).

(b) In the event that the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (i) withdraw their Investment Grade Rating or downgrade the

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rating assigned to the Notes below an Investment Grade Rating and/or (ii) the Company or any of its Affiliates enters into an agreement to effect a transaction and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating, then the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (ii) above.

(c) The period of time between the occurrence of a Covenant Suspension Event and the Reversion Date is referred to in this description as the “Suspension Period.” Additionally, upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero. In the event of any such reinstatement, no action taken or omitted to be taken by the Company or any of its Restricted Subsidiaries prior to such reinstatement will give rise to a Default or Event of Default under this Indenture with respect to Notes; provided that with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though Section 3.3 had been in effect prior to, but not during, the Suspension Period. No Subsidiaries shall be designated as Unrestricted Subsidiaries during the Suspension Period. All Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 3.2(b)(3).

SECTION 3.10. Change of Control.

(a) Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to an integral multiple of $1,000) of such Holder’s Notes pursuant to a Change of Control Offer at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “Change of Control Payment”); provided that no Notes of $2,000 or less can be repurchased in part.

Within 30 days following any Change of Control, the Company shall mail a notice (the “Change of Control Offer”) to each Holder describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 3.10 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile, or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000.

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(b) On the Change of Control Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

The Paying Agent will promptly mail or deliver (but in any case not later than five days after the Change of Control Payment Date) to each Holder properly tendered the Change of Control Payment to the extent it has been received for such Notes, and the Trustee, upon delivery of the Officer’s Certificate referred to in clause (3) above, will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new security will be in a principal amount of at least $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

In the event that at the time of such Change of Control the terms of any Indebtedness restrict or prohibit the repurchase of Notes, then prior to the mailing of the notice to Holders but in any event within 30 days following any Change of Control, the Company shall either (i) repay in full all such Indebtedness or offer to repay in full all such Indebtedness and repay the Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing such Indebtedness to permit the repurchase of the Notes as provided for in Section 3.10(c). The Company will first comply with the requirement described in the preceding sentence before making the Change of Control Offer to purchase the Notes pursuant to the provisions described herein; provided that such compliance will not extend the time periods set forth in this Indenture for the Company to make an offer to repurchase the Notes in connection with a Change of Control.

(c) Notwithstanding anything to the contrary in this Section 3.10. the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.10 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 5.3 hereof, unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) The Company shall comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 3.10 the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.10 by virtue of such compliance.

(e) The provisions of this Section 3.10 shall be applicable whether or not any other provisions of this Indenture are applicable as a result of a Change of Control.

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SECTION 3.11. Reports. (a) So long as any Notes are outstanding, the Company will furnish to the Holders and/or file with the Trustee and cause the Trustee to furnish to the Holders:

(1) within 90 days after the end of each fiscal year of the Company, (or 120 days for the fiscal year ending October 31, 2013), annual reports of the Company and its Subsidiaries (including a balance sheet, statement of operations and statement of cash flows) containing the information required to be contained on Form 10-K, or any successor or comparable form, if the Company was a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum), including a report on the annual financial statements by the Company’s certified independent accountants;

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, quarterly reports of the Company and its Subsidiaries containing the information required to be contained on Form 10-Q, or any successor or comparable form, if the Company was a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum); and

(3) promptly from time to time after the occurrence of an event that would have been required to be therein reported, such other reports containing substantially the same information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided, however, that no such report shall be required to be furnished if the Company determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries, taken as a whole.

The reports required pursuant to clauses (1), (2) and (3) above will not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K, and will not be required to comply with (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002 and related Items 307 and 308 of Regulation S-K and (ii) Rule 3-10 or Rule 3-16 of Regulation S-X, except that summary guarantor/nonguarantor information consistent with the disclosure in the Offering Memorandum will be provided.

(b) The Company shall maintain a website (which may be nonpublic) (a “Secure Website”) to which holders, prospective investors that certify that they are qualified institutional buyers, securities analysts and market makers (“Permitted Parties”) are given access and to which such information is posted. In addition, the Company shall use its reasonable efforts to participate in quarterly and annual private conference calls to discuss results of operations with Holders within 15 business days after the date on which quarterly and annual, as the case may be, reports are required to be furnished under this Indenture. The Company shall employ commercially reasonably means expected to reach Permitted Parties (it being understood that a posting on the Secure Website shall be sufficient) no fewer than three business days prior to the date of the conference call required to be held to announce the time and date of such conference call and either including all information necessary to access the call or directing Permitted Parties to contact the appropriate person at the Company to obtain such information.

(c) In addition, the Company has agreed that, for so long as any Notes remain outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(d) To the extent that any reports or other information is not furnished within the time periods specified above and such reports or other information is subsequently furnished prior to the time such failure results in an Event of Default, the Company will be deemed to have satisfied its obligations with respect thereto and any Default with respect thereto shall be deemed to have been cured. The Company may satisfy its obligation to furnish any reports or other information to the Trustee and Holders at any time by filing or furnishing, as applicable, such information with the Securities and Exchange Commission, it being understood that the Trustee shall have no obligation to determine if such filings have been made.

(e) If the Company has designated any of its Subsidiaries (other than Immaterial Subsidiaries) as Unrestricted Subsidiaries, then the quarterly and annual reports required by this Section 3.11 will include information for the Unrestricted Subsidiaries in the aggregate for the relevant periods consistent with the disclosure in the Offering Memorandum with respect to Subsidiaries that are not Guarantors and/or Unrestricted Subsidiaries.

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(f) In addition, if at any time Parent becomes a Guarantor (there being no obligation of Parent to do so), and Parent holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company or any direct or indirect parent of the Company (and performs the related incidental activities associated with such ownership) and would comply with the requirements of Rule 3-10 of Regulation S-X promulgated by the Securities and Exchange Commission (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders pursuant to this covenant may, at the option of the Company, be furnished by and be those of Parent rather than the Company.

(g) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificates).

SECTION 3.12. Future Guarantors.

(a) If the Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or if any Wholly Owned Domestic Subsidiary ceases to be an Excluded Subsidiary then, within 45 days of the date of such acquisition or creation, as applicable, such Subsidiary must become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit C hereto and deliver an Officer’s Certificate to the Trustee as to the satisfaction of all conditions precedent to such execution under this Indenture. For the avoidance of doubt, no opinion of counsel shall be required to be delivered to the Trustee in connection with the execution of such supplemental indenture.

(b) The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee any other Indebtedness of the Company or any Guarantor (including, but not limited to, any Indebtedness under any Debt Facility) unless such Restricted Subsidiary is a Guarantor or substantially simultaneously executes and delivers a supplemental indenture substantially in the form of Exhibit C hereto providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which guarantee shall be (i) senior in right of payment to such Restricted Subsidiary’s guarantee of such other Indebtedness if such other Indebtedness is by its express terms subordinated in right of payment to the Notes or such guarantee of the Notes and (ii) pari passu in right of payment with such Restricted Subsidiary’s guarantee of such other Indebtedness if otherwise.

(c) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the New ABL Revolving Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

(d) Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date shall also become a party to the Collateral Documents and the Intercreditor Agreement and any Junior Lien Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust and certificates as may be necessary to vest in the Notes Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to Permitted Liens) upon all its properties and assets (other than Excluded Assets) as security for the Notes Obligations and as may be necessary to have such property or asset added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such first or second priority security interest, as the case may be, in any such property or asset requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent for the benefit of the Notes Collateral Agent on behalf of the Notes Secured Parties.

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SECTION 3.13. Maintenance of Office or Agency. The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the corporate trust office of the Trustee.

The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Company hereby designates the corporate trust office of the Trustee as one such office or agency of the Company in accordance with Section 2.3 hereof.

SECTION 3.14. Corporate Existence. Subject to Article IV, hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect:

(1) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Subsidiary; and

(2) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries;

provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Subsidiaries, if the Board of Directors shall determine and evidenced by an Officer’s Certificate to the Trustee that (a) the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole, and (b) the loss thereof is not adverse in any material respect to the Holders.

SECTION 3.15. Payment of Taxes. The Company will pay, and will cause each of its Restricted Subsidiaries to pay or discharge, prior to delinquency, all material taxes, lawful assessments, and governmental levies except such as are contested in good faith and by appropriate actions or where the failure to effect such payment is not adverse in any material respect to the Holders.

SECTION 3.16. Payments for Consent. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SECTION 3.17. Compliance Certificate.

(a) The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled in all material respects its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge the Company has kept, observed, performed and fulfilled in all material respects each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or,

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if a Default or Event of Default has occurred and is continuing, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto.

(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

SECTION 3.18. [Reserved].

SECTION 3.19. Designation of Restricted and Unrestricted Subsidiaries.

(a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary after the Issue Date, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as Unrestricted will be deemed to be an Investment made as of the time of the designation and will be treated as a Restricted Payment under Section 3.3 hereof or a Permitted Investment under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.

(b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 3.3 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 3.2 hereof, the Company will be in default of such covenant.

(c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 3.2 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.

SECTION 3.20. Stay, Extension and Usury Laws. The Company and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

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ARTICLE IV

SUCCESSOR COMPANY

SECTION 4.1. Merger; Consolidation or Sale of Assets.

(a) The Company will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the United States, any state of the United States or the District of Columbia (provided that if such Person is not a corporation, such Person shall be required to cause a subsidiary of such Person that is a corporation to be a co-obligor under the Notes);

(2) the Person formed by or surviving any such consolidation or merger (if other than the Company) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made (such entity, the “Successor Company”) assumes all the obligations of the Company under the Notes, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, in each case, pursuant to agreements reasonably satisfactory to the Trustee, and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;

(3) immediately after such transaction, no Default or Event of Default exists;

(4) the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition has been made, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, either

(A) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2(a) hereof, or

(B) would have a Fixed Charge Coverage Ratio greater than the Fixed Charge Coverage Ratio of the Company immediately prior to such transaction;

(5) each Guarantor (unless the Company is the surviving corporation, or unless such Guarantor is the other party to the transactions above, in which case Section 4.1(b)(1)(B) shall apply) shall have by supplemental indenture (substantially in the form of Exhibit C hereto) confirmed that its Note Guarantee shall apply to such Person’s Obligations in respect of this Indenture and the Notes and its obligations under the Collateral Documents and the Intercreditor Agreement shall continue to be in effect and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by such Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;

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(6) the Company (or, if applicable, the Successor Company) shall have delivered to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture;

(7) the Collateral transferred to the Successor Company will (A) continue to constitute Collateral under this Indenture and the Collateral Documents, (B) be subject to the Lien in favor of the Notes Collateral Agent for the benefit of the Holders, and (C) not be subject to any Lien, other than Liens permitted by the terms of this Indenture; and

(8) to the extent that the assets of the Person which is merged or consolidated with or into the Successor Company are assets of the type which would constitute Collateral under the Collateral Documents, the Successor Company will take such other actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Collateral Documents in the manner and to the extent required in this Indenture.

In addition, the Company will not, directly or indirectly, lease all or substantially all of the properties and assets of it and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to any other Person.

The foregoing clauses (3) and (4) of this Section 4.1(a) will not apply to:

(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction;

(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and the Guarantors; or

(3) transfers of accounts receivable and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction.

(b) The Company will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not the Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Company or another Guarantor) unless:

(1) if such entity remains a Guarantor, (A) the resulting, surviving or transferee Person (the “Successor Guarantor”) will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State of the United States, the District of Columbia or any other territory thereof; (B) the Successor Guarantor, if other than such Guarantor, expressly assumes in writing by supplemental indenture (and other applicable documents), executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Guarantor under the Note Guarantee, this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions; (C) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Guarantor or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Guarantor or such Restricted Subsidiary at the time of such transaction), no Default of Event of Default shall have occurred and be continuing; and (D) the Company will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and all conditions precedent are satisfied; and

(2) the transaction is made in compliance with Section 3.5 hereof to the extent applicable.

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Notwithstanding the foregoing, any Guarantor may (1) merge with or into or transfer all or part of its properties and assets to another Guarantor or the Company, (2) merge with a Restricted Subsidiary of the Company solely for the purpose of reincorporating the Guarantor in a State of the United States or the District of Columbia, as long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby, (3) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or (4) liquidate or dissolve if the Company determines in good faith that such action is in the best interests of the Company and is not materially disadvantageous to the Holders.

(c) For purposes of this Section 4.1 the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

(d) The Company and a Guarantor, as the case may be, will be released from its obligations under this Indenture and the Successor Company and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Company or a Guarantor, as the case may be, under this Indenture, the Collateral Documents (as applicable) and the Intercreditor Agreement, but, in the case of a lease of all or substantially all its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Notes and a Guarantor will not be released from its obligations under its Note Guarantee.

ARTICLE V

REDEMPTION AND PREPAYMENT

SECTION 5.1. Notices to Trustee. If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 5.7 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

Any redemption referenced in such Officer’s Certificate may be cancelled by the Company at any time prior to notice of redemption being mailed to any Holder and thereafter shall be null and void.

SECTION 5.2. Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed pursuant to Section 5.7 hereof or purchased in an Asset Disposition Offer or a Collateral Disposition Offer pursuant to Section 3.5 hereof or a Change of Control Offer pursuant to Section 3.10 hereof, the Trustee will select Notes for redemption or purchase:

(1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed;

(2) if the Notes are not listed on any national securities exchange, on a pro rata basis to the extent practicable, or, to the extent that selection on a pro rata basis is not practicable for any reason, by lot or by such other method the Trustee shall deem fair and appropriate and in accordance with the rules of DTC; or

(3) as otherwise required by law.

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No Notes of $2,000 or less can be redeemed in part. In the event of partial redemption, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 days nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be in amounts of $2,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

SECTION 5.3. Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company will deliver by electronic transmission (including “pdf” on letterhead (if applicable) and signed by an authorized signer), mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Article VIII or XII hereof.

The notice will identify the Notes (including the CUSIP number) to be redeemed and will state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment, interest on Notes or portions of Notes called for redemption ceases to accrue on and after the redemption date;

(7) the paragraph or sub-paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(9) if such redemption is pursuant to Section 5.7(a), any conditions to such redemption.

At the Company’s request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 35 days prior to the redemption date (or such shorter period as the Trustee shall agree), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Notice of any redemption of Notes described herein, whether in connection with an Equity Offering or otherwise, may be given prior to such redemption, and any such redemption or notice may, at the Company’s discretion,

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be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition and, if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.

SECTION 5.4. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 5.3 hereof, Notes called for redemption become due and payable on the redemption date at the redemption price (subject to the last paragraph in Section 5.3). A notice of redemption may not be conditional except that optional redemptions pursuant to Section 5.7(a) hereof may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering.

SECTION 5.5. Deposit of Redemption or Purchase Price. Prior to 11:00 a.m. Eastern Time on the redemption or purchase date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest, if any, on, all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest, if any, on, all Notes to be redeemed or purchased.

If the Company complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest to the redemption date or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 3.1 hereof

SECTION 5.6. Notes Redeemed or Purchased in Part. Upon cancellation of a Note that is redeemed or purchased in part, the Company will issue and, upon receipt of a Company Order, the Trustee will authenticate and make available for delivery for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note cancelled; provided, that each such new Note will be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only a Company Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

SECTION 5.7. Optional Redemption.

(a) At any time prior to November 1, 2016 the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

(1) at least 65% of the aggregate principal amount of the Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or contribution.

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(b) At any time prior to November 1, 2016 the Company may redeem all or a part of the Notes, upon not less than 30 days’ nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

(c) [Reserved].

(d) Except pursuant to Section 5.7(a) or (b), the Notes shall not be redeemable at the Company’s option prior to November 1, 2016.

(e) On or after November 1, 2016 the Company may redeem all or a part of the Notes upon not less than 30 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2016		104.250	%
2017		102.125	%
2018		100.000	%

(f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(g) Any redemption pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6 hereof.

SECTION 5.8. Mandatory Redemption. Except to the extent the Company may be required to offer to purchase the Notes pursuant to Sections 3.5 and 3.10 hereof, the Company is not required to make mandatory repurchase, redemption or sinking fund payments with respect to the Notes. However, the Company may at any time and from time to time purchase Notes in the open market or otherwise.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default. Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 3.5, 3.10 or 4.1 hereof;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture, the Notes, the Collateral Documents or the Intercreditor Agreement;

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(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay any such Indebtedness at its final Stated Maturity (after giving effect to any applicable grace period) (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its final Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(6) failure by the Company or any of its Significant Subsidiaries to pay final and nonappealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $15.0 million (net of any amount covered by insurance issued by a national insurance company that has not contested coverage), which judgments are not paid, discharged or stayed for a period of 60 days and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7) any (x) Note Guarantee, (y) Collateral Document governing a security interest with respect to any Collateral having a fair market value in excess of $15.0 million or (z) obligation under the Intercreditor Agreement, in each case, of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the date of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of this Indenture and the Note Guarantees) or is declared null and void in a judicial proceeding or the Company or any Guarantor that is a Significant Subsidiary or group of Guarantors that taken together as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under this Indenture;

(8) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(A) commences proceedings to be adjudicated bankrupt or insolvent,

(B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law,

(C) consents to the appointment of a custodian of it or for all or substantially all of its property,

(D) makes a general assignment for the benefit of its creditors, or

(E) generally is not paying its debts as they become due;

(9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary in an involuntary case;

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(B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; or

(C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days; and

(10) with respect to any Collateral having a fair market value in excess of $15.0 million, individually or in the aggregate, (A) the failure of the security interest with respect to such Collateral under the Collateral Documents, at any time, to be in full force and effect for any reason other than in accordance with their terms and the terms of this Indenture and other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture if such Default continues for 60 days, (B) the declaration that the security interest with respect to such Collateral created under the Collateral Documents or under this Indenture is invalid or unenforceable, if such Default continues for 60 days or (C) the assertion by the Company or any Guarantor, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable.

SECTION 6.2. Acceleration. In the case of an Event of Default specified in clauses (8) or (9) of Section 6.1 hereof, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.

If an Event of Default (other than an Event of Default described in clause (8) or (9) of Section 6.1 hereof) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest shall be due and payable immediately.

In the case of an Event of Default specified in clause (5) of Section 6.1 hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of such events.

SECTION 6.3. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of (or premium, if any) or interest on the Notes or to enforce the performance of any provision of the Notes, this Indenture, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative to the extent provided by law; provided that once all amounts due to Holders under this Indenture and the Notes, including, without limitation, principal, premium and interest, shall have been paid, there shall be no duplication of any recovery provided by such remedies.

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SECTION 6.4. Waiver of Past Defaults. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, (i) waive an existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium or interest on, the Notes and (ii) rescind an acceleration and its consequences. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.5. Control by Majority. Subject to the terms of the Notes Pledge and Security Agreement and the Intercreditor Agreement, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement or, subject to Sections 7.1 and 7.2 that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.

The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.

Subject to the provisions of this Indenture relating to the duties of the Trustee or the Notes Collateral Agent, in case an Event of Default occurs and is continuing, the Trustee or the Notes Collateral Agent will be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement at the request or direction of any Holders unless such Holders have offered to the Trustee or the Notes Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense.

SECTION 6.6. Limitation on Suits. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee in writing to pursue the remedy;

(3) such Holders have offered the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of security or indemnity; and

(5) Holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without limitation, Section 6.6(1)), the right of any Holder to receive payment of principal of, premium (if any) or interest on the Notes held by such Holder, on or after the respective due dates expressed or provided for in the Notes, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the lien of this Indenture under any property subject to such Lien.

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SECTION 6.8. Collection Suit by Trustee. If an Event of Default specified in Section 6.1(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.9. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.7.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10. Priorities.

(a) Subject to the terms of the Notes Pledge and Security Agreement and the Intercreditor Agreement, if the Trustee collects any money or property pursuant to this Article VI, or pursuant to the foreclosure or other remedial provisions contained in the Collateral Documents or the Intercreditor Agreement, it shall pay out the money or proceeds of property in the following order:

FIRST: to the Trustee for amounts due to it under Section 7.7 and to the Notes Collateral Agent for fees and expenses, including reasonable attorneys’ fees and expenses, incurred under this Indenture, the Collateral Documents, the Intercreditor Agreement or any Junior Lien Intercreditor Agreement;

SECOND: to Holders for amounts due and unpaid on the Notes for principal, premium and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;

THIRD: without duplication, to the Holders for any other Notes Obligations owing to the Holders under the Notes Documents; and

FOURTH: to the Company or to such party as a court of competent jurisdiction shall direct.

(b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Company, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in outstanding principal amount of the Notes.

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ARTICLE VII

TRUSTEE

SECTION 7.1. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided that the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement at the request or direction of any of the Holders unless such Holders have offered the Trustee indemnity or security reasonably satisfactory to it against loss, liability or expense.

(b) Except during the continuance of an Event of Default:

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the Trustee and conforming to the requirements of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement, as applicable. However, in the case of any such certificates or opinions which by any provisions hereof or thereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement, as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this Section 7.1(c) does not limit the effect of Section 7.1(b);

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.5 and

(4) No provision of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law, the Collateral Documents, the Intercreditor Agreement or by Section 11.8.

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(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by one Officer of the Company.

SECTION 7.2. Rights of Trustee. Subject to Section 7.1:

(a) The Trustee may conclusively rely on any document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Company.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c) The Trustee may act through its attorneys, custodians, nominees and agents and shall not be responsible for the misconduct or negligence of any attorney, custodian, nominee or agent appointed with due care.

(d) Subject to Section 7.1(c), the Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

(e) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement in good faith and in accordance with the advice or opinion of such counsel.

(f) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(h) Except as provided for herein, the Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is actually known to a Trust Officer of the Trustee or such Trust Officer has received written notice of such fact at its corporate trust office.

(i) Whenever in the administration of or in connection with this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement, the Company is required to provide an Officer’s Certificate, the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence be herein specifically prescribed) may, as the case may be, request and in the absence of bad faith or willful misconduct on its part, rely upon such Officer’s Certificate.

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(j) In no event shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k) The Trustee may request that the Company delivers an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(l) The Trustee shall not be bound to make any investigation into (i) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any Collateral Documents, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Indenture, any Collateral Documents or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (iv) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in any Collateral Documents, other than to confirm receipt of items expressly required to be delivered to the Trustee.

(m) No provision of this Indenture, the Notes, or the Collateral Documents shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(n) In the event that the Trustee (in such capacity or in any other capacity hereunder or under any Collateral Document) is unable to decide between alternative courses of action permitted or required by the terms of this Indenture or any Collateral Document, or in the event that the Trustee is unsure as to the application of any provision of this Indenture or any Collateral Document, or believes any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other application provision, or in the event that this Indenture or any Collateral Document permits any determination by or the exercise of discretion on the part of the Trustee or is silent or is incomplete as to the course of action that the Trustee is required to take with respect to a particular set of facts, the Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and to the extent the Trustee acts in good faith in accordance with any written instructions received from a majority in aggregate principal amount of the then outstanding Notes, the Trustee shall not be liable on account of such action to any Person. If the Trustee shall not have received appropriate instruction within 10 days of such notice (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Holders and the Trustee shall have no liability to any Person for such action or inaction.

(o) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with any direction of the holders of a majority in aggregate principal amount of the then outstanding Notes permitted to be given by them under this Indenture.

(p) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty to take such action.

(q) The rights, privileges, protections, immunities and benefits (except for as mentioned in Section 11.9(c) herein) given to Wells Fargo Bank, National Association, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Wells Fargo Bank, National Association in each of its capacities hereunder, including, without limitation, as Notes Collateral Agent, and to each agent, custodian and other Person employed to act hereunder (except for as mentioned in Section 11.9(c) herein).

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(r) The Trustee shall not be deemed to have notice of any Default or Event of Default unless an officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the corporate trust office of the Trustee, and such notice references the Notes and this Indenture.

(s) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

SECTION 7.3. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company, Guarantors or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11. In addition, the Trustee shall be permitted to engage in transactions with the Company; provided, however, that if the Trustee acquires any conflicting interest under the TIA, the Trustee must (i) eliminate such conflict within 90 days of acquiring such conflicting interest or (ii) resign.

SECTION 7.4. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Note Guarantees, the Collateral Documents, the Intercreditor Agreement or the Notes, shall not be accountable for the Company’s use of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee or any money paid to the Company or upon the Company’s direction pursuant to the terms of this Indenture and shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes (including without limitation any preliminary or final offering memorandum) or in the Notes other than the Trustee’s certificate of authentication.

SECTION 7.5. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if a Trust Officer receives written notice of such event, the Trustee shall mail by first class mail to each Holder at the address set forth in the Notes Register notice of the Default or Event of Default within 90 days after it receives written notice to a Trust Officer. Except in the case of a Default or Event of Default in payment of principal of, premium (if any), or interest on any Note (including payments pursuant to the optional redemption or required repurchase provisions of such Note), the Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of Holders.

SECTION 7.6. Reports by Trustee to Holders. Within 60 days after each May 15 beginning May 15, 2014, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with TIA § 313(a) (but if no event described in TIA § 313(a) has occurred within the 12 months preceding the reporting date, no report need be transmitted). The Trustee shall also comply with TIA § 313(b) and shall transmit by mail all reports as required by TIA § 313(c).

A copy of each report at the time of its mailing to Holders shall be mailed by the Trustee to the Company. The Company agrees to notify promptly the Trustee in writing whenever the Notes become listed on any stock exchange and of any delisting thereof.

SECTION 7.7. Compensation and Indemnity. The Company and Guarantors shall pay to the Trustee from time to time compensation for its services hereunder and under the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company and Guarantors shall jointly and severally reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents, costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants, custodians, nominees and experts. The Company and Guarantors shall jointly and severally indemnify the Trustee, its directors, officers, employees and agents against any and all loss, liability, damages, claims or expense (including reasonable attorneys’ fees and expenses) incurred by it without willful misconduct, negligence or bad faith on its part in connection with the administration of this trust and the performance of its duties hereunder

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and under the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement, including the costs and expenses of enforcing this Indenture (including this Section 7.7, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement and of defending itself against any claims (whether asserted by any Holder, the Company or otherwise). The Trustee shall notify the Company promptly of any claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company and Guarantors shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company and Guarantors shall pay the reasonable fees and expenses of such counsel; provided that neither the Company nor any Guarantor need pay for any such settlement made without its consent (such consent not to be unreasonably withheld, conditioned or delayed); and provided further that the Company and Guarantors shall not be required to pay the fees and expenses of such separate counsel if it assumes the Trustee’s defense, and, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest between the Company and the Trustee in connection with such defense.

To secure the Company’s and Guarantors’ payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Company or Guarantors.

The Company’s and Guarantors payment obligations pursuant to this Section shall survive the discharge of this Indenture, final payment in full of the Notes and the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in clause (8) or clause (9) of Section 6.1 the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.8. Replacement of Trustee. The Trustee may resign at any time by so notifying the Company in writing. The Holders of a majority in aggregate principal amount of the Notes may remove the Trustee by so notifying the removed Trustee in writing and may appoint a successor Trustee with the Company’s written consent, which consent will not be unreasonably withheld. The Company shall remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a receiver, custodian or other public officer takes charge of the Trustee or its property; or

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed by the Company or by the Holders of a majority in aggregate principal amount of the Notes (the Trustee in such event being referred to herein as the retiring Trustee) and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason, the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of at least 10% in aggregate principal amount of the Notes may petition, at the Company’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

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If the Trustee fails to comply with Section 7.10, any Holder, who has been a bona fide Holder of a Note for at least six months, may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section 7.8 the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

SECTION 7.9. Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors by merger, consolidation or conversion.

SECTION 7.10. Eligibility; Disqualification. This Indenture shall always have a Trustee that satisfies the requirements of TIA § 310(a)(1), (2) and (5) in every respect. The Trustee shall have a combined capital and surplus of at least $100 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.11. Preferential Collection of Claims Against the Company. The Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311 (a) to the extent indicated therein.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.1. Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Company may at any time, at the option of its Board of Directors evidenced by a resolution set forth in an Officer’s Certificate delivered to the Trustee, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes and Note Guarantees upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.2. Legal Defeasance and Discharge. Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.2 the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all of their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium on, such Notes when such payments are due from the trust referred to in Section 8.4 hereof;

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(2) the Company’s obligations with respect to such Notes under Article II and Section 3.13 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee, Paying Agent and Registrar hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and

(4) this Section 8.2.

Subject to compliance with this Article VIII the Company may exercise its option under this Section 8.2 notwithstanding the prior exercise of its option under Section 8.3 hereof.

SECTION 8.3. Covenant Defeasance. Upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3 the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.4 hereof, be released from each of their obligations under the covenants contained in Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.10, 3.11, 3.12, 3.16 and Section 4.1(a)(4) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected thereby. In addition, upon the Company’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3 subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(3) through 6.1(7) and 6.1(10) hereof will not constitute Events of Default.

SECTION 8.4. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.2 or 8.3 hereof:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of an election under Section 8.2 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of an election under Section 8.3 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

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(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the granting of liens securing such funds) and the deposit will not result in a breach or violation of, or constitute a default under, any Debt Facility or other material instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and

(7) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.5. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.6 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”) pursuant to Section 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article VIII to the contrary, the Trustee will deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Government Securities held by it as provided in Section 8.4 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.4(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.6. Repayment to the Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on its request unless an abandoned property law designates another Person or (if then held by the Company) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Company for payment thereof unless an abandoned property law designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.7. Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,

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then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

SECTION 9.1. Without Consent of Holders. Notwithstanding Section 9.2 of this Indenture, the Company, the Trustee and the Guarantors (with respect to its Note Guarantee) may amend or supplement this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement without the consent of any Holder:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;

(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder or under the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement of any such Holder;

(5) to conform the text of this Indenture, the Note Guarantees, the Notes, the Collateral Documents or the Intercreditor Agreement to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees, the Notes, the Collateral Documents or the Intercreditor Agreement, as provided to the Trustee in an Officer’s Certificate;

(6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;

(7) to allow any Guarantor to execute a supplemental indenture substantially in the form of Exhibit C hereto and/or a Note Guarantee with respect to the Notes;

(8) to secure any Pari Passu Lien Indebtedness under the Collateral Documents and to appropriately include the same in the Intercreditor Agreement;

(9) to add additional Collateral to secure the Notes Obligations; or

(10) to release Liens in favor of the Notes Collateral Agent in the Collateral as provided in Section 11.6 hereof or release any Guarantor from its Note Guarantee as provided under Article X.

Subject to Section 9.2 upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.

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After an amendment or supplement under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

The Trustee shall be entitled to receive an Officer’s Certificate and Opinion of Counsel (other than with respect to a supplemental indenture to add a Guarantor) confirming that all conditions precedent are satisfied with respect to any supplemental indenture and that such supplemental indenture is authorized or permitted.

SECTION 9.2. With Consent of Holders. Except as provided below in this Section 9.2 the Company and the Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.4 and 6.7 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.11 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.2.

Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

Without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to Notes held by a non-consenting holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described in Section 3.5 and 3.10 and reductions in the required notice period);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in Section 6.4 or 6.7:

(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.5 and 3.10);

(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or

(9) make any change in the preceding amendment and waiver provisions.

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Without the consent of Holders of 75% in aggregate principal amount of Notes then outstanding, an amendment, supplement or waiver may not:

(1) modify any Collateral Document or the provisions in this Indenture dealing with Collateral Documents or application of trust moneys in any manner, taken as a whole, materially adverse to the Holders as determined by the Company acting in good faith or otherwise release any Collateral other than in accordance with this Indenture, the Collateral Documents and the Intercreditor Agreement; or

(2) modify the Intercreditor Agreement in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture, the Collateral Documents and the Intercreditor Agreement.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender or exchange of such Holder’s Notes will not be rendered invalid by such tender or exchange.

After an amendment or supplement under this Section becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or supplement. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or supplement under this Section.

SECTION 9.3. [Reserved].

SECTION 9.4. Revocation and Effect of Consents and Waivers.

(a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding anything herein to the contrary, those Persons, who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 9.5. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an authentication order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.6. Trustee to Sign Amendments. The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amended or supplemental indenture until the Board of Directors of the Company approves it. In executing any amended or supplemental indenture, the

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Trustee will be entitled to receive and (subject to Sections 7.1 and 7.2 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.3 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent are satisfied with respect to any such supplemental indenture.

ARTICLE X

NOTE GUARANTEE

SECTION 10.1. Note Guarantee.

(a) Subject to the provisions of this Article X, each Guarantor hereby fully, unconditionally and irrevocably guarantees, on a senior secured basis, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder, to the extent lawful, and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, expenses, indemnification or otherwise and all other Obligations and liabilities of the Company under this Indenture and the Notes (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and the obligations under Section 7.7 hereof), the Notes, the Collateral Documents and the Intercreditor Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).

(b) Each Note Guarantee will be secured on a first-priority basis by the Notes Collateral, subject to Permitted Liens, owned by such Guarantor and on a second-priority basis by the ABL Collateral owned by such Guarantor. Such Guarantors will also agree to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Notes Collateral Agent or the Holders in enforcing any rights under the Note Guarantees. The obligations of the Guarantors under the Note Guarantees will rank equally in right of payment with other Indebtedness of such Guarantors, except to the extent such other Indebtedness is expressly subordinated to the obligations arising under the Note Guarantees, in which case the obligations of the Guarantors under the Note Guarantees will rank senior in right of payment to such other Indebtedness.

(c) Each Guarantor agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guaranteed Obligation.

(d) To the fullest extent permitted by law, each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. To the fullest extent permitted by law, each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.

(e) Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations.

(f) Except as set forth in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the failure of any Holder to assert any claim or demand or to exercise or enforce any right or remedy against the Company or any other person under this Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Notes Collateral Agent for the Guaranteed Obligations or any of them; (v) any change in the ownership of the Company; (vi) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

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(g) Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XII. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

(h) In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written notice by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law).

(i) Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in this Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee.

(j) Neither the Company nor the Guarantors shall be required to make a notation on the Notes to reflect any Note Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of any Note Guarantee.

(k) Any Guarantor that makes a payment under its Note Guarantee will be entitled upon payment in full of all Guaranteed Obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment as determined in accordance with GAAP.

SECTION 10.2. Limitation on Liability; Termination; Release and Discharge.

(a) Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

(b) Upon the sale, exchange, transfer or disposition of such Guarantor (by merger, amalgamation, consolidation, or the sale of the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Guarantor is the surviving corporation in such transaction, to a Person which is not the Company or a Restricted Subsidiary, such Guarantor will be automatically and unconditionally released and discharged from all its obligations under this Indenture and its Note Guarantee, the Collateral Documents to which it is a party and the Intercreditor Agreement and such Note Guarantee shall terminate and be of no further force and effect and the Liens, if any, on the Collateral pledged by such Guarantor pursuant to the Collateral Documents shall be released with respect to the Notes if (x) such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 3.5 and Section 4.1 and (y) all the obligations of such Guarantor under all Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction.

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(c) In addition, each Note Guarantee by a Guarantor will be automatically and unconditionally released and discharged, and shall thereupon terminate and be of no further force and effect, and each Subsidiary and its obligations under the Note Guarantee, this Indenture, the Collateral Documents and the Intercreditor Agreement will be released and discharged, upon:

(1) the proper designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or

(2) the Company exercising its legal defeasance option or covenant defeasance option as described in Section 8.1 or the Company’s Obligations under this Indenture being discharged in accordance with Article XII.

(d) Such Guarantor must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

SECTION 10.3. Right of Contribution. Each Guarantor hereby agrees that, upon payment in full of all Guaranteed Obligations, to the extent that any Guarantor shall have made a payment on the obligations under the Note Guarantees, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor who has not paid its proportionate share (based on the respective net assets of all the Guarantors at the time of such payment as determined in accordance with GAAP) of such payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

SECTION 10.4. No Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Company on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.

SECTION 10.5. Execution and Delivery of a Note Guarantee.

(a) To further evidence the Note Guarantee set forth in Article X, each of the Guarantors hereby agrees that a notation relating to such Note Guarantee, as set forth in Exhibit B, shall be endorsed on each Note entitled to the benefits of the Note Guarantee authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an officer of such Guarantor, or in the case of a Guarantor that is a limited partnership, an officer of the general partner of each Guarantor. Each of the Guarantors hereby agrees that the Note Guarantee set forth in Article X shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to the Note Guarantee. If any officer of the Guarantor, or in the case of a Guarantor that is a limited partnership, any officer of the general partner of the Guarantor, whose signature is on this Indenture or a Note no longer holds that office at the time the Trustee authenticates such Note or at any time thereafter, the Note Guarantee of such Note shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors.

(b) The Trustee hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth.

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ARTICLE XI

COLLATERAL AND SECURITY

SECTION 11.1. The Collateral.

(a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees an all other Notes Obligations when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.5 herein, the Notes, the Note Guarantees and the Collateral Documents shall be secured by Liens and security interests with the priority required by the Intercreditor Agreement, in each case subject to Permitted Liens, as provided in the Collateral Documents that the Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Collateral Documents hereafter delivered as required or permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement.

(b) The Company and the Guarantors hereby agree that the Notes Collateral Agent shall hold the Collateral in trust for the benefit of all of the Notes Secured Parties, in each case pursuant to the terms of the Collateral Documents, the Intercreditor Agreement and any Junior Lien Intercreditor Agreement, and the Notes Collateral Agent is hereby authorized to execute and deliver the Collateral Documents, the Intercreditor Agreement and any Junior Lien Intercreditor Agreement.

(c) Each Holder, by its acceptance of any Notes and the Note Guarantees, consents and agrees to the terms of Section 11.9 hereof, the Collateral Documents, the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) and any Junior Lien Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Notes Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents and the Intercreditor Agreement in accordance therewith.

(d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and the Intercreditor Agreement and actions that may be taken thereunder.

SECTION 11.2. Further Assurances.

(a) Subject to the limitations set forth in the Collateral Documents, the Company and each of the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be reasonably required under applicable law, or that the Notes Collateral Agent may reasonably (but shall have no duty to) request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Collateral Documents in the Collateral, including, without limitation, by making all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements). In addition, from time to time, the Company shall and shall cause each of its Restricted Subsidiaries to reasonably promptly secure the Notes Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to the Collateral.

(b) The Company shall, and shall cause each of the Restricted Subsidiaries to, (i) at all times maintain, preserve and protect all Collateral material to the conduct of its business and keep such property in good repair,

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working order and condition (other than wear and tear occurring in the ordinary course of business); (ii) from time to time make, or cause to be made, all necessary repairs, renewals, additions, improvements and replacements thereto necessary in order to maintain and preserve the Collateral; and (iii) maintain all material insurance coverages thereon.

SECTION 11.3. After-Acquired Property. Upon the acquisition by the Company or any Guarantor after the Issue Date of any after-acquired property, including, but not limited to, any after-acquired real property or any equipment or fixtures that constitute accretions, additions or technological upgrades to the equipment or fixtures or any working capital assets that, in any such case, are required to be subject to the Lien of the Collateral Documents, the Company or such Guarantor shall execute and deliver, (i) with regard to any real property (other than Excluded Assets) with a fair market value of more than $5.0 million, the items described in Section 11.5 below within 90 days of the date of acquisition, and (ii) to the extent required by the Collateral Documents and the Intercreditor Agreement, such Mortgages and any information, documentation or other certificates (including but not limited to financing statements, certificates and Opinions of Counsel) to the Notes Collateral Agent as may be reasonably necessary or appropriate to vest in the Notes Collateral Agent a perfected security interest, subject only to Permitted Liens, and confirm the validity and priority of the Notes Collateral Agent’s perfected security interest in and lien on such after-acquired property (other than Excluded Assets) and to have such after-acquired property added to the Collateral, and thereupon all provisions of this Indenture, the Notes, the Collateral Documents and the Intercreditor Agreement relating to the Collateral shall be deemed to relate to such after-acquired property to the same extent and with the same force and effect. Additionally, if the Company or any Guarantor creates any additional security interest upon any property or asset in the nature of assets constituting ABL Collateral to secure any ABL Obligations after the Issue Date, it must concurrently grant a security interest (subject to Permitted Liens, including, to the extent applicable, the first-priority lien that secures the ABL Obligations) upon such property as security for the Notes Obligations and any Pari Passu Lien Indebtedness with the priority required by the Intercreditor Agreement. If granting a security interest in such property requires the consent of a third party, the Company and the applicable Guarantor may not be required to obtain such consent with respect to the security interest for the benefit of the Notes Collateral Agent on behalf of the Notes Secured Parties under the Collateral Documents to the extent such consent is not required to be obtained under the terms of the documents governing such ABL Obligations. If any required third party consent is not obtained, the Company or applicable Guarantor will not be required to provide such security interest.

SECTION 11.4. Impairment of Security Interest by Company or Its Restricted Subsidiaries. Neither the Company nor any of its Restricted Subsidiaries is permitted to take, or knowingly or negligently omit to take, any action which act or omission would or could reasonably be expected to have the result of materially impairing the security interest in the Liens in favor of the Notes Collateral Agent for the benefit of the Trustee and the Holders with respect to the Collateral. Neither the Company nor any of its Restricted Subsidiaries shall grant to any Person, or permit any Person to retain (other than the Notes Collateral Agent or the collateral agent under the New ABL Revolving Credit Facility), any interest whatsoever in the Collateral, other than Permitted Liens. Neither the Company nor any of its Restricted Subsidiaries will enter into any agreement that requires the proceeds received from any sale of Collateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement. The Company shall, and shall cause each Guarantor to, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee or the Notes Collateral Agent reasonably requests, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Collateral Documents.

SECTION 11.5. Real Estate Mortgages and Filings. The Company and the Guarantors will use commercially reasonable efforts in order to deliver the following documents (which shall be reasonably satisfactory in form to the Notes Collateral Agent and its counsel with respect to each Closing Date Mortgaged Property) to the Notes Collateral Agent within ninety (90) days after the Issue Date. For the avoidance of doubt, the Notes Collateral Agent shall not be responsible for the failure of any Person to deliver the documents below, for monitoring such delivery or for the content or correctness of any document delivered to it:

(a) Insurance. Policies or certificates of insurance (including evidence of flood insurance, if applicable) covering the Closing Date Mortgaged Property and assets of the Grantors thereon, which policies or certificates shall be in form reasonably acceptable to the Notes Collateral Agent and reflect the

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Notes Collateral Agent for its benefit and the benefit of the Notes Secured Parties, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements of such type and in such amounts as are customarily carried under similar circumstances for properties engaged in the same or similar businesses as the applicable Closing Date Mortgaged Properties and are otherwise acceptable to the Notes Collateral Agent;

(b) Mortgages. Fully executed counterparts of the mortgages, deeds of trust or deeds to secure debt evidencing the liens on the Closing Date Mortgaged Properties of the Grantors that will secure the Notes reasonably satisfactory to the Notes Collateral Agent and, in each case, with such schedules and including such provisions as shall be necessary to conform such documents to applicable local or foreign law or as shall be customary under applicable local or foreign law (the “Mortgages”), which Mortgages shall cover each Closing Date Mortgaged Property, together with evidence that counterparts of all the Mortgages have been delivered to the title insurance company for recording in all places to the extent necessary or, in the reasonable opinion of the Initial Purchasers, desirable to effectively create a valid and enforceable first priority mortgage lien on each Closing Date Mortgaged Property in favor of the Notes Collateral Agent for its benefit and the benefit of the Notes Secured Parties, securing the Obligations related to the Notes subject to the Permitted Encumbrances (as defined in the Mortgages); provided, however, that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced by the Notes, then the amount secured by the Mortgage for each such Closing Date Mortgaged Property shall be limited to 100% of the fair market value of such property at the time such Mortgage is entered into;

(c) Counsel Opinions. Opinions, addressed to the Notes Collateral Agent, of local counsel in each jurisdiction where Closing Date Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages and other matters customarily included in such opinions and opinions of counsel for the Company regarding due authorization, execution and delivery of the Mortgages;

(d) Title Insurance. With respect to each Mortgage encumbering any Closing Date Mortgaged Property, a policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance) insuring (or committing to insure) the lien of such Mortgage as a valid and enforceable first priority mortgage or deed of trust lien on the Closing Date Mortgaged Property described therein, in an amount not less than 100% of the fair market value of such Closing Date Mortgaged Property (such policies collectively, the “Mortgage Policies”) issued by such title insurance company, which insures the Notes Collateral Agent that the Mortgages on such Closing Date Mortgaged Properties are valid and enforceable mortgage liens on the respective Closing Date Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form reasonably satisfactory to the Notes Collateral Agent and shall include such title endorsements as are customary and appropriate, to the extent available at commercially reasonable rates (excluding endorsements or coverage related to creditors’ rights);

(e) Survey. The appropriate Grantors shall deliver to the title insurance company any and all surveys, customary title and survey affidavits or zoning report as may be reasonable to cause the title insurance company to issue Mortgage Policies and to remove the standard survey exception or modify the standard survey exception in the manner permitted in the applicable jurisdiction; provided, however, that notwithstanding anything herein to the contrary, no surveys, or survey coverage, including, without limitation, deletion of the survey exception and survey related endorsements, are required with respect to the vacant land adjoining 415 W. 6th Avenue, South Hutchinson, Kansas;

(f) Fixture Filings. Proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdictions in which the Mortgaged Properties are located, desirable to perfect the security interests in fixtures purported to be created by the Mortgages in favor of the Notes Collateral Agent for its benefit and the benefit of the Notes Secured Parties (unless with respect to a Mortgaged Property, the applicable Mortgage is sufficient to constitute a fixture filing under applicable law);

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(g) Consents. With respect to the Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the transactions and as are necessary to issue the Mortgage Policies;

(h) Mortgaged Property Indemnification. With respect to each Mortgaged Property, such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to induce the title insurance company to issue the Mortgage Policies and endorsements contemplated above; and

(i) Collateral Fees and Expenses. Evidence of payment by the Company of all Mortgage Policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages, fixture filings, if applicable, and issuance of the Mortgage Policies referred to above.

SECTION 11.6. Release of Liens on the Collateral.

(a) The Liens on the Collateral will be released with respect to the Notes:

(1) in whole, upon payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on the Notes and all other Notes Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time of such principal, together with accrued and unpaid interest and premiums, if any, is paid;

(2) in whole, upon satisfaction and discharge of this Indenture as set forth in Article XII hereof;

(3) in whole, upon a legal defeasance or covenant defeasance as set forth in Section 8.2 hereof;

(4) in part, as to any property constituting Collateral (A) that is sold or otherwise disposed of by the Company or any of its Restricted Subsidiaries (other than to the Company or a Guarantor) in a transaction permitted by Section 3.5 and by the Collateral Documents, to the extent of the interest sold or disposed of, and to the extent otherwise not prohibited by this Indenture and the Collateral Documents, (B) with respect to ABL Collateral pursuant to the terms of the Intercreditor Agreement or (C) that at any time becomes an Excluded Asset pursuant to a transaction permitted by this Indenture;

(5) that is owned by a Guarantor that is released from its Note Guarantee in accordance with this Indenture; and

(6) with the consent of Holders of 75% in aggregate principal amount of the Notes then outstanding in accordance with Section 9.2 hereof;

provided that, in the case of any release in whole pursuant to clauses (1), (2), (3), (5) and (6) above, all amounts constituting Notes Obligations have been paid in full.

(b) To the extent applicable, the Company and each Guarantor will furnish to the Trustee, prior to each proposed release of Collateral pursuant to the Collateral Documents and this Indenture:

(1) an Officer’s Certificate requesting such release, including a statement to the effect that all conditions precedent provided for in this Indenture and the Collateral Documents to such release have been complied with including the delivery to the Trustee of all documents required under this Section 11.6(b);

(2) a form of such release (which release shall be in form reasonably satisfactory to the Trustee and shall provide that the requested release is without recourse or warranty to the Trustee);

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(3) all documents required by this Indenture, the Collateral Documents and the Intercreditor Agreement; and

(4) an Opinion of Counsel to the effect that such accompanying documents constitute all documents required by this Indenture, the Collateral Documents and the Intercreditor Agreement and such release is authorized or permitted by the Collateral Documents and this Indenture.

Upon compliance by the Company or the Guarantors, as the case may be, with the conditions precedent set forth above, and upon delivery by the Company or such Guarantor to the Trustee of an Opinion of Counsel to the effect that such conditions precedent have been complied with, the Trustee or the Notes Collateral Agent shall promptly cause to be released and reconveyed to the Company, or the Guarantors, as the case may be, the released Collateral.

(c) The release of any Collateral in accordance with the terms of this Indenture and the Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof or affect the Lien of this Indenture or the Collateral Documents if and to the extent the Collateral is released pursuant to this Indenture, the Collateral Documents or the Intercreditor Agreement or upon the termination of this Indenture. Any person may rely on this Section 11.6(c) in delivering a certificate requesting release of any Collateral, so long as all other provisions of this Indenture with respect to such release have been complied with.

SECTION 11.7. Authorization of Actions to Be Taken by the Trustee or the Notes Collateral Agent Under the Collateral Documents.

(a) Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, each of the Trustee or the Notes Collateral Agent may (but shall not be obligated to), in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (a) create or enforce any of its rights or any of the rights of the Holders under the Collateral Documents and the Intercreditor Agreement and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Company and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Collateral Documents and the Intercreditor Agreement, the Trustee or the Notes Collateral Agent shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Collateral Documents, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Trustee or the Notes Collateral Agent may deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or the Trustee).

(b) The Trustee or the Notes Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except (with respect to the Trustee) to the extent such action or omission constitutes negligence, bad faith or willful misconduct on the part of the Trustee or the Notes Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Notes Collateral Agent shall have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Collateral Documents or otherwise.

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(c) Where any provision of this Indenture requires that additional property or assets be added to the Collateral, the Company and the relevant Guarantor shall deliver to the Trustee or the Notes Collateral Agent the following:

(1) a written notice from the Company of such Collateral;

(2) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Collateral Documents entered into on the Issue Date, with such changes thereto as the Company shall consider appropriate, or in such other form as the Company shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee or the Notes Collateral Agent;

(3) an Officer’s Certificate to the effect that the Collateral being added is in the form, consists of the assets and is in the amount or otherwise has the fair market value required by this Indenture;

(4) an Officer’s Certificate and, in the case of Collateral being added with respect to a new Note Guarantee, an Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to the addition of such Collateral have been complied with, which Opinion of Counsel (if any) shall provide customary opinions as to the creation and perfection of the Notes Collateral Agent’s Lien on such Collateral and as to the due authorization, execution, delivery, validity and enforceability of the Collateral Document being entered into; and

(5) such financing statements, if any, as the Company shall deem necessary to perfect the Notes Collateral Agent’s security interest in such Collateral.

(d) The Trustee or the Notes Collateral Agent, in giving any consent or approval under the Collateral Documents or the Intercreditor Agreement, shall receive, as a condition to such consent or approval, an Officer’s Certificate and an Opinion of Counsel to the effect that the action or omission for which consent or approval is to be given does not impair the security of the Holders in contravention of the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement, and the Trustee or the Notes Collateral Agent shall be fully protected in giving such consent or approval on the basis of such Officer’s Certificate and Opinion of Counsel.

SECTION 11.8. [Reserved].

SECTION 11.9. Appointment and Authorization of Wells Fargo Bank, National Association, as Notes Collateral Agent.

(a) Wells Fargo Bank, National Association, is hereby designated and appointed as the Notes Collateral Agent of the Holders under the Collateral Documents, and is authorized as the Notes Collateral Agent for such Holders to execute and enter into each of the Collateral Documents and all other instruments relating to the Collateral Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Collateral Documents and all instruments relating hereto and thereto, including, without limitation, entering into any amendments, supplements, modifications, joinders or intercreditor agreements relating thereto, and (ii) to exercise such powers and perform such duties as are, in each case, expressly delegated to the Notes Collateral Agent by the terms hereof and thereof, together with such other powers as are reasonably incidental hereto and thereto.

(b) Notwithstanding any provision to the contrary elsewhere in this Indenture or the Collateral Documents, the Notes Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or any Collateral Document or otherwise exist against the Notes Collateral Agent.

(c) The Notes Collateral Agent shall incur no liability to anyone in acting upon any signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Notes Collateral Agent may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the Notes Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care

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by it. Anything in this Indenture or Collateral Documents notwithstanding, in no event shall the Notes Collateral Agent be liable for special, indirect, punitive or consequential damage of any kind whatsoever (including but not limited to lost profits), even if the Notes Collateral Agent has been advised of such loss or damage and regardless of the form of action. The Company and Grantors shall, jointly and severally, indemnify and hold harmless the Notes Collateral Agent, its directors, officers, agents and employees with respect to any and all expenses, losses, damages, liabilities, demands, charges, causes of action, judgments and claims of any nature (including the reasonable fees and expenses of counsel and other experts) in respect of or arising from any acts or omissions performed or omitted by the Notes Collateral Agent, its directors, officers, agents or employees hereunder or under the Collateral Documents or under any other agreement executed in connection therewith without willful misconduct, gross negligence or reckless disregard of its duties hereunder or under the Collateral Documents or under any other agreement executed in connection therewith.

ARTICLE XII

SATISFACTION AND DISCHARGE

SECTION 12.1. Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder when:

(a) either:

(1) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(2) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

(b) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(c) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and

(d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

In addition, the Company must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to clause (a)(2) of this Section 12.1, the provisions of Sections 12.2 and 8.6 hereof shall survive. In addition, nothing in this Section 12.1 will be deemed to discharge those provisions of Section 7.7 hereof that, by their terms, survive the satisfaction and discharge of this Indenture.

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SECTION 12.2. Application of Trust Money. Subject to the provisions of Section 8.6 hereof, all money deposited with the Trustee pursuant to Section 12.1 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.1 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 12.1 hereof; provided that if the Company has made any payment of principal of, premium, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE XIII

MISCELLANEOUS

SECTION 13.1. Notices. Any notice or communication shall be in writing and delivered in person, sent by facsimile or electronic transmission in the form of a “pdf” on letterhead (if applicable) and signed by an authorized signer delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows:

if to the Company or to any Guarantor:

Allied Specialty Vehicles, Inc.

4776 New Broad Street

Orlando, Florida 32814

Attention: Chief Financial Officer

with a copy to:

Ropes & Gray LLP

Attn: Daniel Evans

1211 Avenue of the Americas

New York, New York 10036

Fax: (617) 235-0028

if to the Trustee or Notes Collateral Agent, at its corporate trust office, which

corporate trust office for purposes of this Indenture is at

the date hereof located at:

Wells Fargo Bank, National Association

Corporate Trust Services

150 East 42nd Street, 40th Floor

New York, New York 10017

Attention: Yana Kislenko

Telecopy: (917) 260-1593

The Company or the Trustee or the Notes Collateral Agent by written notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to the Company or the Guarantors shall be deemed to have been given or made as of the date so delivered if personally delivered; when receipt is acknowledged, if transmitted by facsimile or

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electronic transmission (including “pdf” on letterhead (if applicable) and signed by an authorized signer); the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and five calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee). Any notice or communication to the Trustee shall be deemed delivered upon receipt.

Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holder’s address as it appears in the Notes Register and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it, except that notices to the Trustee shall be effective only upon receipt.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 13.2. Communication by Holders with Other Holders. Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Notes Collateral Agent, the Registrar and anyone else shall have the protection of TIA § 312(c).

SECTION 13.3. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Company shall furnish to the Trustee:

(1) an Officer’s Certificate in form reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture, the applicable Collateral Documents and the Intercreditor Agreement relating to the proposed action have been complied with; and

(2) except in connection with the issuance of Initial Notes on the date hereof, an Opinion of Counsel in form reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 13.4. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(1) a statement that the individual making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving such Opinion of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.

SECTION 13.5. USA PATRIOT ACT. The parties hereto acknowledge that in order to help the government fight the funding of terrorism and money laundering activities, pursuant to federal regulations that became

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effective on October 1, 2003, Section 326 of the USA PATRIOT Act requires all financial institutions to obtain, verify and record information that identifies each person establishing a relationship or opening an account with Wells Fargo Bank, National Association. The parties hereto agree that they will provide the Trustee with name, address, tax identification number, if applicable, and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship, and will further provide the Trustee with formation documents such as articles of incorporation or other identifying documents.

SECTION 13.6. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or at meetings of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 13.7. Business Days. If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.

SECTION 13.8. GOVERNING LAW. THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES, THE INTERCREDITOR AGREEMENT AND THE COLLATERAL DOCUMENTS (OTHER THAN THE MORTGAGES) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS OF, AND THE FEDERAL COURTS LOCATED IN, THE STATE OF NEW YORK, IN THE BOROUGH OF MANHATTAN, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES, THE INTERCREDITOR AGREEMENT AND THE COLLATERAL DOCUMENTS (OTHER THAN THE MORTGAGES). EACH PARTY HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS INDENTURE, THE NOTES OR ANY OTHER DOCUMENT RELATED HERETO.

NOTHING IN THIS INDENTURE SHALL AFFECT ANY RIGHT THAT THE NOTES COLLATERAL AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS INDENTURE OR THE NOTES AGAINST THE COMPANY, THE GUARANTORS OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION (I) FOR PURPOSES OF ENFORCING A JUDGMENT, (II) IN CONNECTION WITH EXERCISING REMEDIES AGAINST THE COLLATERAL IN A JURISDICTION IN WHICH SUCH COLLATERAL IS LOCATED, (III) IN CONNECTION WITH ANY PENDING BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING IN SUCH JURISDICTION OR (IV) TO THE EXTENT THE COURTS REFERRED TO IN THE PREVIOUS PARAGRAPH DO NOT HAVE JURISDICTION OVER SUCH LEGAL ACTION OR PROCEEDING OR THE PARTIES OR PROPERTY SUBJECT HERETO.

SECTION 13.9. No Recourse Against Others. No director, officer, employee, incorporator, member, partner or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture and the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 13.10. Successors. All agreements of the Company and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 13.11. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture and signature pages for all purposes.

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SECTION 13.12. Table of Contents; Headings. The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 13.13. WAIVERS OF JURY TRIAL. THE COMPANY, THE GUARANTORS, THE NOTES COLLATERAL AGENT AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES, ANY COLLATERAL DOCUMENT OR THE INTERCREDITOR AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 13.14. Intercreditor Agreement Controls. Notwithstanding any contrary provision in this Indenture, this Indenture is subject to the provisions of the Intercreditor Agreement. The Company, the Guarantors, the Notes Collateral Agent and the Trustee acknowledge and agree to be bound by the provisions of the Intercreditor Agreement.

SECTION 13.15. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, it being understood that the Trustee shall use reasonable best efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 13.16. Severability. In case any provision in this Indenture or in the Notes or the Note Guarantees is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed all as of the date and year first written above.

ALLIED SPECIALTY VEHICLES, INC.
By:	/s/ Hans Heinsen
	Name:	Hans Heinsen
	Title:	Treasurer, Vice President Finance & Chief
		Financial Officer
AIP/FW FUNDING, INC. CAPACITY OF TEXAS, INC. COLLINS BUS CORPORATION COLLINS I HOLDING CORP. COLLINS INDUSTRIES , INC.
E-ONE, INC. FLEETWOOD RV, INC.
GOLDSHIELD FIBERGLASS, INC. HALCORE GROUP, INC.
HORTON ENTERPRISES, INC. MOBILE PRODUCTS, INC.
WHEELED COACH INDUSTRIES, INC. CHAMPION BUS, INC.
ELDORADO NATIONAL (CALIFORNIA), INC. ELDORADO NATIONAL (KANSAS), INC. GENERAL COACH AMERICA, INC.
GOSHEN COACH INC.
By:	/s/ Hans Heinsen
	Name:	Hans Heinsen
	Title:	Treasurer

[Signature to Indenture]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Yana Kislenko
	Name:	Yana Kislenko
	Title:	Vice President
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral
By:	/s/ Yana Kislenko
	Name:	Yana Kislenko
	Title:	Vice President

[Signature to Indenture]

EXHIBIT A

[FACE OF NOTE]¹

¹  Insert any applicable legends from Article II.

Ex. A-1

No. [     ]	Principal Amount $[             ]
	CUSIP NO. [            ]

ALLIED SPECIALTY VEHICLES, INC.

8.500% Senior Secured Note due 2019

Allied Specialty Vehicles, Inc., a Delaware corporation, promises to pay to Cede & Co., or its registered assigns, the principal sum of [         ] Dollars ($[         ])[, as revised by the Schedule of Increases and Decreases in Global Note attached hereto,]² on November 1, 2019.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Additional provisions of this Note are set forth on the other side of this Note.

²  Include only if the Note is issued in global form.

Ex. A-2

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:

Ex. A-3

TRUSTEE’S CERTIFICATE OF AUTHENTICATION
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Notes referred to in the Indenture.
By:
	Authorized Signatory

Date:             , 2013

Ex. A-4

[REVERSE SIDE OF NOTE]

ALLIED SPECIALTY VEHICLES, INC.

8.500% Senior Secured Note due 2019

1. Interest

Allied Specialty Vehicles, Inc., a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Company will pay interest semiannually on May 1 and November 1 of each year commencing May 1, 2014. [Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from October 21, 2013.]³ [Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from             ,         ⁴.]⁵ The Company shall pay interest on overdue principal, and on overdue premium, if any (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment

By no later than 10:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due and payable, the Company shall deposit with the Trustee or the Paying Agent money sufficient to pay such principal, premium, if any, and/or interest when due. The Company will pay interest (except Defaulted Interest) to the Persons who are registered Holders at the close of business on the April 15 or October 15 next preceding the interest payment date even if Notes are cancelled, repurchased or redeemed after the record date and on or before the interest payment date. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal, premium, if any, and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. The Company will make all payments in respect of a Definitive Note (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).

3. Paying Agent and Registrar

Initially, Wells Fargo Bank, National Association (the “Trustee”), will act as Trustee, Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar, co-registrar or transfer agent without notice to any Holder. The Company or any of its domestically organized, wholly owned Subsidiaries may act as Paying Agent, Registrar or co-registrar.

³  Included only for Initial Notes.

⁴  Insert the Interest Payment Date immediately preceding the date of issuance of the applicable Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, such date of issuance.

⁵  Include only for Additional Notes.

Ex. A-5

4. Indenture

The Company issued the Notes under an Indenture dated as of October 21, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Company, the Guarantors, the Trustee and the Notes Collateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date (the “Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms.

The Notes are secured senior obligations of the Company. This Note is one of the 8.500% Senior Secured Notes due 2019 referred to in the Indenture. The Notes include (i) $200,000,000 aggregate principal amount of the Company’s 8.500% Senior Secured Notes due 2019 issued under the Indenture (herein called “Initial Notes”) and (ii) if and when issued, additional notes, issued pursuant to Article II of the Indenture and otherwise in compliance with the provisions of the Indenture, having identical terms and conditions as the Notes other than issue date, issue price and the first interest payment date (herein called “Additional Notes”) as provided in Section 2.1 of the Indenture. The Initial Notes and Additional Notes are treated as a single class of securities under the Indenture and shall be secured by first and second priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain limitations on, among others, the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, sale-leaseback transactions, transaction with affiliates, the making of payments for consents, designation of restricted and unrestricted subsidiaries, the entering into of agreements that restrict distributions from restricted subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries.

To guarantee the due and punctual payment of the principal, premium, if any, and interest (including postfiling or post-petition interest) on the Notes and all other amounts payable by the Company under the Indenture, the Notes, the Notes Documents and the Intercreditor Agreement (including expenses and indemnification) when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have as primary obligors and not merely as sureties, irrevocably and unconditionally guaranteed (and future guarantors, together with the Guarantors, will unconditionally guarantee), jointly and severally, on a senior secured basis, all such obligations pursuant to the terms of the Indenture.

5. Redemption and Prepayment

Except as described below, the Notes will not be redeemable at the Company’s option prior to November 1, 2016.

At any time prior to November 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 108.500% of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company (or of any Parent, to the extent such proceeds are contributed to the Company’s common equity capital); provided that:

(1) at least 65% of the aggregate principal amount of the Initial Notes (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and

(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering or contribution.

At any time prior to November 1, 2016, the Company may redeem all or a part of the Notes, upon not less than 30 days’ nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address or

Ex. A-6

otherwise in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On or after November 1, 2016, the Company may redeem all or a part of the Notes upon not less than 30 days’ nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on November 1 of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date:

Year	Percentage
2016		104.250	%
2017		102.125	%
2018		100.000	%

Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess of:

(a) the present value at such redemption date of (i) the redemption price of the Note at November 1, 2016 (such redemption price being set forth in the table appearing in Section 5.7(e) of the Indenture plus (ii) all required interest payments due on the Note through November 1, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b) the principal amount of the Note, if greater.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to November 1, 2016; provided, however, that if the period from the redemption date to November 1, 2016 is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

The Company may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture.

Except as set forth in the next succeeding paragraph, the Company is not required to make any mandatory repurchase, redemption or sinking fund payments with respect to the Notes.

6. Change of Control Repurchase Provisions

If a Change of Control occurs, unless the Company has exercised its right to redeem all of the Notes as described under paragraph 5 hereof, each Holder will have the right to require the Company to repurchase from such Holder all or any part (equal to at least $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) as provided in, and subject to the terms of, the Indenture.

Ex. A-7

7. Denominations; Transfer; Exchange

The Notes are in registered form without coupons in minimum denominations of principal amount of $2,000 and whole multiples of $1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.

8. Persons Deemed Owners

The registered Holder of this Note shall be treated as the owner of it for all purposes.

9. Unclaimed Money

If money for the payment of principal, premium, if any, or interest on any Note remains unclaimed for two years after such principal, premium, if any, or interest has become due and payable, the Trustee or any Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company for payment as general creditors unless an abandoned property law designates another person and not to the Trustee for payment.

10. Defeasance

Subject to certain exceptions and conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Notes, the Indenture, the Collateral Documents and the Intercreditor Agreement if the Company deposits with the Trustee money or Government Securities for the payment of principal, premium, if any, and interest on the Notes to redemption or maturity, as the case may be.

11. Amendment, Supplement, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement may be amended or supplemented by the Company and Trustee with the consent of the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes and (ii) any default (other than with respect to nonpayment of interest or premium on, or the principal of, the Notes or in respect of a provision that cannot be amended without the consent of each Holder affected or, in certain cases described in the Indenture, the Collateral Documents and the Intercreditor Agreement, the consent of Holders of 75% in aggregate principal amount of the Notes then outstanding) or noncompliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the then-outstanding Notes.

Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Trustee and the Guarantors (with respect to their Note Guarantee) may amend or supplement the Indenture, the Notes, the Note Guarantees, the Collateral Documents or the Intercreditor Agreement (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to Holders and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable; (4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement of any such Holder; (5) to conform the text of the Indenture, the Note Guarantees, the Notes, the Collateral Documents or the Intercreditor Agreement to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in that “Description of Notes” section was

Ex. A-8

intended to be a verbatim recitation of a provision of the Indenture, the Note Guarantees , the Notes, the Collateral Documents or the Intercreditor Agreement, as provided to the Trustee in an Officer’s Certificate; (6) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date; (7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; (8) to secure any Pari Passu Lien Indebtedness under the Collateral Documents and to appropriately include the same in the Intercreditor Agreement; (9) to add additional Collateral to secure the Notes Obligations; or (10) to release Liens in favor of the Notes Collateral Agent in the Collateral as provided in Section 11.6 of the Indenture or release any Guarantor from its Note Guarantee as provided under Article X of the Indenture.

12. Defaults and Remedies

Each of the following is an “Event of Default”:

(1) default for 30 days in the payment when due of interest on the Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

(3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 3.5, 3.10 or 4.1 of the Indenture;

(4) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture, the Notes, the Collateral Documents or the Intercreditor Agreement;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay any such Indebtedness at its final Stated Maturity (after giving effect to any applicable grace period) (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its final Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $15.0 million or more;

(6) failure by the Company or any of its Significant Subsidiaries to pay final and non- appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $15.0 million (net of any amount covered by insurance issued by a national insurance company that has not contested coverage), which judgments are not paid, discharged or stayed for a period of 60 days and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(7) any (x) Note Guarantee, (y) Collateral Document governing a security interest with respect to any Collateral having a fair market value in excess of $15.0 million or (z) obligation under the Intercreditor Agreement, in each case, of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the date of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture and the Note Guarantees) or is declared null and void in a judicial proceeding or the Company or any Guarantor that is a Significant Subsidiary or

Ex. A-9

group of Guarantors that taken together as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture;

(8) certain events of bankruptcy, insolvency or reorganization described in the Indenture with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and

(9) with respect to any Collateral having a fair market value in excess of $15.0 million, individually or in the aggregate, (A) the failure of the security interest with respect to such Collateral under the Collateral Documents, at any time, to be in full force and effect for any reason other than in accordance with their terms and the terms of the Indenture and other than the satisfaction in full of all obligations under the Indenture and discharge of the Indenture if such Default continues for 60 days, (B) the declaration that the security interest with respect to such Collateral created under the Collateral Documents or under the Indenture is invalid or unenforceable, if such Default continues for 60 days or (C) the assertion by the Company or any Guarantor, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable.

If an Event of Default (other than an Event of Default described in clause (8) above) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest shall be due and payable immediately.

In the case of an Event of Default specified in clause (5) of the first paragraph above, such Event of Default and all consequences thereof (excluding, however, any resulting payment default) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Company delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness that is the basis for such Event of Default has been discharged or (y) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Notes as described above be annulled, waived or rescinded upon the happening of such events.

In the case of an Event of Default specified in clause (8) above, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.

The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium.

Subject to the provisions of the Indenture relating to the duties of the Trustee or the Notes Collateral Agent, in case an Event of Default occurs and is continuing, the Trustee or the Notes Collateral Agent will be under no obligation to exercise any of the rights or powers under the Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement at the request or direction of any Holders unless such Holders have offered to the Trustee or Notes Collateral Agent indemnity or security satisfactory to it against any loss, liability or expense.

Ex. A-10

13. Trustee Dealings with the Company

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

14. No Recourse Against Others

No director, officer, employee, incorporator, member, partner or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, the Indenture and the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

15. Authentication

This Note shall not be valid until an authorized officer of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

16. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors Act).

17. CUSIP, Common Code and ISIN Numbers

The Company has caused CUSIP, Common Code and ISIN numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIP, Common Code and ISIN numbers, if applicable, in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only on the other identification numbers placed thereon.

18. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture, which has in it the text of this Note in larger type. Requests may be made to:

Allied Specialty Vehicles, Inc.

4776 New Broad Street

Orlando, Florida 32814

Attention: Chief Financial Officer

19. USA Patriot Act

The parties hereto acknowledge that in order to help the government fight the funding of terrorism and money laundering activities, pursuant to federal regulations that became effective on October 1, 2003, Section 326 of the USA PATRIOT Act requires all financial institutions to obtain, verify and record information that identifies each person establishing a relationship or opening an account with Wells Fargo Bank, National Association. The parties hereto agree that they will provide the Trustee with name, address, tax identification number, if applicable, and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship, and will further provide the Trustee with formation documents such as articles of incorporation or other identifying documents.

Ex. A-11

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. No.)

and irrevocably appoint                                         agent to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: Your Signature:

Signature
Guarantee:
	(Signature must be guaranteed)
Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

The undersigned hereby certifies that it ☐ is / ☐ is not an Affiliate of the Company and that, to its knowledge, the proposed transferee ☐ is / ☐ is not an Affiliate of the Company.

In connection with any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Notes are being:

CHECK ONE BOX BELOW:

(1)	☐	acquired for the undersigned’s own account, without transfer;
(2)	☐	transferred to the Company;
(3)	☐	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”);
(4)	☐	transferred pursuant to and in compliance with Regulation S under the Securities Act (provided that the transferee has furnished to the Trustee a signed letter containing certain representations and agreements, the form of which letter is attached as Exhibit E to the Indenture); or
(5)	☐	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.

Ex. A-12

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Company may require, prior to registering any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under such Act.

	Signature
Signature Guarantee:
(Signature must be guaranteed)	Signature

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:

Ex. A-13

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The following increases or decreases in this Global Note have been made:

	Amount of decrease in	Amount of increase in	Principal Amount of this	Signature of authorized
	Principal Amount of this	Principal Amount of this	Global Note following	signatory of Trustee or
Date of Exchange	Global Note	Global Note	such decrease or increase	Notes Custodian

Ex. A-14

OPTION OF HOLDER TO ELECT PURCHASE

If you elect to have this Note purchased by the Company pursuant to Section 3.5 or 3.10 of the Indenture, check either box:

☐    3.5            ☐     3.10

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 3.5 or Section 3.10 of the Indenture, state the amount in principal amount (must be in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $         and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence of any such specification, one such Note will be issued for the portion not being repurchased):                     .

Date:                     

Your Signature:

(Sign exactly as your name appears on the other side of this Note)

Signature

Guarantee:                                                                                  

    (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.

Ex. A-15

EXHIBIT B

FORM OF NOTE GUARANTEE

Pursuant to the Indenture (the “Indenture”) dated as of October 21, 2013 among Allied Specialty Vehicles, Inc., the Guarantors party thereto (each a “Guarantor” and collectively the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”) and as notes collateral agent (“Notes Collateral Agent”), each Guarantor, subject to the provisions of Article X of the Indenture, hereby fully, unconditionally and irrevocably guarantees, on a senior secured basis, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder of the Notes, to the extent lawful, and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes, expenses, indemnification or otherwise and all other Obligations and liabilities of the Company under the Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, and the obligations under Section 7.7 of the Indenture), the Notes, the Collateral Documents and the Intercreditor Agreement (all the foregoing being hereinafter collectively called the “Guaranteed Obligations”).

Each Note Guarantee will be secured on a first-priority basis by the Notes Collateral owned by such Guarantor and on a second-priority basis by the ABL Collateral owned by such Guarantor. Such Guarantors will also agree to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Notes Collateral Agent or the Holders in enforcing any rights under the Note Guarantees.

Each Guarantor agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under Article X of the Indenture notwithstanding any extension or renewal of any Guaranteed Obligation.

To the fullest extent permitted by law, each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. To the fullest extent permitted by law, each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.

Each Guarantor further agrees that its Note Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations.

Except as set forth in Section 10.2 of the Indenture, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (i) the failure of any Holder to assert any claim or demand or to exercise or enforce any right or remedy against the Company or any other person under the Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Notes Collateral Agent for the Guaranteed Obligations or any of them; (v) any change in the ownership of the Company; (vi) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (vii) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

Ex. B-1

Each Guarantor agrees that its Note Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such Guarantor is released from its Note Guarantee in compliance with Section 10.2, Article VIII or Article XII of the Indenture. Each Guarantor further agrees that its Note Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, premium, if any, or interest on any of the Guaranteed Obligations is rescinded or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written notice by the Trustee, forthwith pay, or cause to be paid, in cash, to the Trustee or the Trustee on behalf of the Holders an amount equal to the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law).

Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in the Indenture for the purposes of its Note Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations and (y) in the event of any such declaration of acceleration of such Guaranteed Obligations, such Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Note Guarantee.

Each Guarantor also agrees to pay any and all reasonable costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee, the Notes Collateral Agent or the Holders in enforcing any rights under this Note Guarantee.

Any Guarantor that makes a payment under this Note Guarantee will be entitled upon payment in full of all Guaranteed Obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment as determined in accordance with GAAP.

[                    ]
as Guarantors
By:
	Name:
	Title:

Ex. B-2

EXHIBIT C

FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS

This Supplemental Indenture, dated as of [                    ] (this “Supplemental Indenture” or “Guarantee”), among [name of future Guarantor] (the “Guarantor”), Allied Specialty Vehicles, Inc. (together with its successors and assigns, the “Company”), and Wells Fargo Bank, National Association, as Trustee under the Indenture referred to below.

WITNESSETH:

WHEREAS, the Company, the existing Guarantors, the Notes Collateral Agent and the Trustee have heretofore executed and delivered an Indenture, dated as of October 21, 2013 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $200.0 million of 8.500% Senior Secured Notes due 2019 of the Company (the “Notes”);

WHEREAS, Section 3.12 of the Indenture provides that after the Issue Date the Company is required to cause each Restricted Subsidiary that guarantees any Indebtedness of the Company or any Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a secured basis; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guarantor, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein as therein defined. The words “herein,” “hereof’ and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to Be Bound; Guarantee

SECTION 2.1 Agreement to Be Bound. The Guarantor hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. The Guarantor hereby becomes a party to the Notes Pledge and Security Agreement, pursuant to the terms of such agreement, as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and as such hereby assumes all obligations and liabilities of a Grantor thereunder. The Guarantor agrees to be bound by all of the provisions of the Indenture, the Notes Documents and the Intercreditor Agreement applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture, the Notes Documents and the Intercreditor Agreement.

SECTION 2.2 Guarantee. The Guarantor agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably guarantee to each Holder and the Trustee the Obligations pursuant to Article X of the Indenture on a secured basis.

Ex. C-1

ARTICLE III

Miscellaneous

SECTION 3.1 Notices. All notices and other communications to the Guarantor shall be given as provided in the Indenture to the Guarantor, at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company.

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.3 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee shall not be responsible for and makes no representation or warranty as to the validity, execution, or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture and signature pages for all purposes.

SECTION 3.7 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

SECTION 3.8 Execution, Delivery and Validity. The Company and the Guarantor each represent and warrant to the Trustee that this Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Ex. C-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[NEW GUARANTOR],
as a Guarantor
By:
	Name:
	Title:
[Address]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:
ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:

Ex. C-3

EXHIBIT D

[Date]

Allied Specialty Vehicles, Inc.

c/o Wells Fargo Bank, National Association,

as Trustee and Registrar – DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com

Re: Allied Specialty Vehicles, Inc. (the “Company”)

8.500% Senior Secured Notes due 2019 (the “Notes”)

Ladies and Gentlemen:

This letter relates to Notes represented by a temporary global note (the “Temporary Regulation S Global Note”). Pursuant to Section 2.1 of the Indenture dated as of October 21, 2013 relating to the Notes (the “Indenture”), we hereby certify that the persons who are the beneficial owners of $[        ] principal amount of Notes represented by the Temporary Regulation S Global Note are persons outside the United States to whom beneficial interests in such Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue a Permanent Regulation S Global Note representing the undersigned’s interest in the principal amount of Notes represented by the Temporary Regulation S Global Note, all in the manner provided by the Indenture. We certify that we [are] [are not] an Affiliate of the Company.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

Ex. D-1

EXHIBIT E

[Date]

Allied Specialty Vehicles, Inc.

c/o Wells Fargo Bank, National Association,

as Trustee and Registrar – DAPS Reorg.

MAC N9303-121

608 2nd Avenue South

Minneapolis, MN 55479

Telephone No.: (877) 872-4605

Fax No.: (866) 969-1290

Email: DAPSReorg@wellsfargo.com

Re: Allied Specialty Vehicles, Inc. (the “Company”)

8.500% Senior Secured Notes due 2019 (the “Notes”)

Ladies and Gentlemen:

In connection with our proposed sale of $[        ] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(a) the offer of the Notes was not made to a person in the United States;

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable; and

(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

In addition, if the sale is made during a restricted period and the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1), as the case may be.

We also hereby certify that we [are] [are not] an Affiliate of the Company and, to our knowledge, the transferee of the Notes [is] [is not] an Affiliate of the Company.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

Very truly yours,

[Name of Transferor]

By:

Authorized Signature

Ex. E-1

EXHIBIT F

[FORM OF]

JUNIOR LIEN INTERCREDITOR AGREEMENT

among

ALLIED SPECIALTY VEHICLES, INC.,

as the Issuer,

the other Grantors party hereto,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Senior Representative for the Secured Notes Secured Parties,

[                    ],

as the Initial Additional Second Priority Representative,

and

each additional Representative from time to time party hereto

dated as of [            ], 201[  ]

JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [            ], 201[  ] (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Issuer”), the other Grantors (as defined below) from time to time party hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Representative for the Secured Notes Secured Parties (in such capacity, the “Senior Collateral Agent”), [INSERT NAME AND CAPACITY], as Representative for the Initial Second Priority Debt Parties (in such capacity and together with its successors in such capacity, the “Initial Second Priority Representative”), [[                    ], as Representative for the Additional Senior Debt Parties under the [describe applicable Additional Senior Debt Facility]], and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.09.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Senior Collateral Agent (for itself and on behalf of the Secured Notes Secured Parties), the Initial Second Priority Representative (for itself and on behalf of the Initial Second Priority Debt Parties) and each additional Senior Representative (for itself and on behalf of the Additional Senior Debt Parties under the applicable Additional Senior Debt Facility) and each additional Second Priority Representative (for itself and on behalf of the Second Priority Debt Parties under the applicable Second Priority Debt Facility) agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Indenture, or, if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below:

“ABL Agent” has the meaning assigned to the term “Revolving Collateral Agent” in the ABL Intercreditor Agreement.

“ABL Priority Collateral” has the meaning assigned to the term “Revolving Priority Collateral” in the ABL Intercreditor Agreement.

“ABL Intercreditor Agreement” has the meaning assigned to the term “Intercreditor Agreement” in the Indenture.

“Additional Senior Debt” means any Indebtedness that is issued or guaranteed by the Issuer, and/or any Guarantor (other than Indebtedness constituting Notes Obligations) which Indebtedness and guarantees are secured by the Senior Collateral (or a portion thereof) on a pari passu basis (but without regard to control of remedies) with the Notes Obligations; provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each then extant Senior Debt Document and Second Priority Debt Document and (ii) the Representative for the holders of such Indebtedness shall have (A) (x) prior to the Discharge of Notes Obligations, executed a joinder agreement to the Security Agreement in the form attached thereto (or other form reasonably satisfactory to the Senior Collateral Agent) agreeing on behalf of itself and such holders to (1) be bound by the terms of this Agreement applicable to them, (2) appoint the Senior Collateral Agent to act as their collateral agent and representative hereunder and (3) agree to be bound by the pari passu intercreditor provisions contained in the Security Agreement (which provisions are binding on the Senior Secured Parties only) or (y) from and after the Discharge of Notes Obligations, either complied with clause (x) above or executed and delivered to each other Representative a Joinder Agreement substantially in the form of Annex IV hereto and (B) become a party to the ABL Intercreditor Agreement pursuant thereto by satisfying the conditions set forth therein.

“Additional Senior Debt Documents” means, with respect to any series, issue or class of Additional Senior Debt Obligations, the notes, credit agreements, indentures, security documents and the other operative agreements evidencing or governing such Additional Senior Debt and each other agreement entered into for the purpose of securing such Additional Senior Debt Obligations.

Ex. F-1

“Additional Senior Debt Facility” means each debt facility, credit agreement, indenture or other governing agreement with respect to any Additional Senior Debt.

“Additional Senior Debt Obligations” means, with respect to any series, issue or class of Additional Senior Debt, all amounts owing pursuant to the terms of such Additional Senior Debt, including, without limitation, the obligation (including guarantee obligations) to pay principal, interest (including interest that accrues after the commencement of an Insolvency or Liquidation Proceeding, regardless of whether such interest is an allowed claim under such Insolvency or Liquidation Proceeding), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other amounts payable by a Grantor under any Additional Senior Debt Document.

“Additional Senior Debt Parties” means, with respect to any series, issue or class of Additional Senior Debt, the holders of such Additional Senior Debt, the Representative with respect thereto, any trustee or agent therefor under any related Additional Senior Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Issuer or any Guarantor under any related Additional Senior Debt Documents.

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.

“Class Debt” has the meaning assigned to such term in Section 8.09.

“Class Debt Parties” has the meaning assigned to such term in Section 8.09.

“Class Debt Representatives” has the meaning assigned to such term in Section 8.09.

“Collateral” means the Senior Collateral and the Second Priority Collateral.

“Collateral Documents” means the Senior Collateral Documents and the Second Priority Collateral Documents.

“Debt Facility” means any Senior Facility and any Second Priority Debt Facility.

“Designated Second Priority Representative” means (i) the Initial Second Priority Representative, until such time as the Second Priority Debt Facility under the Initial Second Priority Debt Documents ceases to be the only Second Priority Debt Facility under this Agreement and (ii) thereafter, the Second Priority Representative designated from time to time by the Second Priority Representatives, in a notice to the Designated Senior Representative and the Issuer hereunder, as the “Designated Second Priority Representative” for purposes hereof.

“Designated Senior Representative” means (i) if at any time there is only one Senior Representative for a Senior Facility with respect to which the Discharge of Senior Obligations has not occurred, such Senior Representative, (ii) at any time when clause (i) does not apply and there is no ABL Intercreditor Agreement in effect, the Senior Collateral Agent at such time and (iii) at any time when clause (i) does not apply and there is an ABL Intercreditor Agreement in effect, “Designated Senior Representative” means, collectively, (A) with respect to any ABL Priority Collateral, the ABL Agent and (B) with respect to any Notes Priority Collateral, the Senior Collateral Agent. Each Second Priority Representative may rely on a notice from any Senior Representative as to whether any Collateral constitutes the ABL Priority Collateral or the Notes Priority Collateral.

“DIP Financing” has the meaning assigned to such term in Section 6.01.

Ex. F-2

“Discharge” means, with respect to any Shared Collateral and any Debt Facility, the date on which such Debt Facility and the Senior Obligations or Second Priority Debt Obligations thereunder, as the case may be, are no longer secured by such Shared Collateral pursuant to the terms of the documentation governing such Debt Facility. The term “Discharged” shall have a corresponding meaning.

“Discharge of Notes Obligations” means, with respect to any Shared Collateral, the Discharge of Notes Obligations with respect to such Shared Collateral; provided that the Discharge of Notes Obligations shall not be deemed to have occurred in connection with a Refinancing of such Notes Obligations with an Additional Senior Debt Facility secured by such Shared Collateral under one or more Additional Senior Debt Documents which has been designated in writing by the Senior Collateral Agent, or by the Issuer, in each case, to each other Representative as the “Indenture” for purposes of this Agreement.

“Discharge of Senior Obligations” means the date on which the Discharge of Notes Obligations and the Discharge of each Additional Senior Debt Facility has occurred.

“Grantors” means the Issuer and each of its Subsidiaries which has granted a security interest pursuant to any Collateral Document to secure any Secured Obligations. The Grantors existing on the date hereof are set forth in Annex I hereto.

“Guarantors” has the meaning assigned to such term in the Indenture.

“Indenture” means that certain Indenture, dated as of October 21, 2013, among the Issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee and as Senior Collateral Agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.

“Initial Second Priority Debt” means the Second Priority Debt incurred pursuant to the Initial Second Priority Debt Documents.

“Initial Second Priority Debt Documents” means that certain [                    ], dated as of [        ], 201[  ], among the Issuer, [the Guarantors identified therein,] [                    ], as [trustee], [and [                    ], as [,]] and any notes, security documents and other operative agreements evidencing or governing the Initial Second Priority Debt Obligations, including any agreement entered into for the purpose of securing the Initial Second Priority Debt Obligations.

“Initial Second Priority Debt Obligations” means the “[Secured Obligations]” as defined in the Initial Second Priority Security Agreement.

“Initial Second Priority Debt Parties” means the holders of any Initial Second Priority Debt Obligations and the Initial Second Priority Representative.

“Initial Second Priority Representative” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Initial Second Priority Security Agreement” means the “[Security Agreement]” as defined in the Initial Second Priority Debt Documents.

“Insolvency or Liquidation Proceeding” means:

(1) any case commenced by or against the Issuer or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of the Issuer or any other Grantor, any receivership or assignment for the benefit of creditors relating to the Issuer or any other Grantor or any similar case or proceeding relative to the Issuer or any other Grantor or its creditors, as such, in each case whether or not voluntary;

Ex. F-3

(2) any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Issuer or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or

(3) any other proceeding of any type or nature in which substantially all claims of creditors of the Issuer or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intellectual Property” has the meaning assigned to such term in the Security Agreement.

“Issuer” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Joinder Agreement” means a supplement to this Agreement in substantially the form of Annex III or Annex IV hereof.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Major Second Priority Representative” means, with respect to any Shared Collateral, the Second Priority Representative of the series of Second Priority Debt that (a) constitutes the largest outstanding principal amount of any then outstanding series of Second Priority Debt with respect to such Shared Collateral and (b) is larger in principal amount than the largest outstanding principal amount of any then outstanding series of Indebtedness constituting Senior Obligations with respect to such Shared Collateral.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Notes” means the Issuer’s 8.5% Senior Secured Notes due 2019, issued under the Indenture in an initial principal aggregate amount of $200,000,000.

“Notes Documents” means the Notes, the Indenture, the Security Agreement, the ABL Intercreditor Agreement and the other “Notes Documents” as defined in the Indenture.

“Notes Obligations” means the “Notes Obligations” as defined in the Indenture.

“Notes Priority Collateral” has the meaning assigned to that term in the ABL Intercreditor Agreement.

“Officer’s Certificate” has the meaning provided to such term in Section 8.08.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged or Controlled Collateral” has the meaning assigned to such term in Section 5.05(a).

“Proceeds” means the proceeds of any sale, collection or other liquidation of Shared Collateral and any payment or distribution made in respect of Shared Collateral in an Insolvency or Liquidation Proceeding and any amounts received by any Senior Representative or any Senior Secured Party from a Second Priority Debt Party in respect of Shared Collateral pursuant to this Agreement.

“Recovery” has the meaning assigned to such term in Section 6.04.

Ex. F-4

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue other indebtedness or enter into alternative financing arrangements, in exchange or replacement for such indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Representatives” means the Senior Representatives and the Second Priority Representatives.

“Second Priority Class Debt” has the meaning assigned to such term in Section 8.09.

“Second Priority Class Debt Parties” has the meaning assigned to such term in Section 8.09.

“Second Priority Class Debt Representative” has the meaning assigned to such term in Section 8.09.

“Second Priority Collateral” means any “Collateral” as defined in any Second Priority Debt Document or any other assets of the Issuer or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Second Priority Collateral Document as security for any Second Priority Debt Obligation.

“Second Priority Collateral Documents” means the Initial Second Priority Collateral Documents and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by the Issuer or any Grantor for purposes of providing collateral security for any Second Priority Debt Obligation.

“Second Priority Debt” means any Indebtedness of the Issuer or any other Grantor guaranteed by the Guarantors (and not guaranteed by any Subsidiary of the Issuer that is not a Guarantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are to be secured by such Second Priority Collateral on a subordinate basis to the Senior Debt Obligations (and which is not secured by Liens on any assets of the Issuer or any other Grantor other than the Second Priority Collateral or which are not included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the case of the Initial Second Priority Debt hereunder, the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof.

“Second Priority Debt Documents” means, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, the Second Priority Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Initial Second Priority Debt Documents.

“Second Priority Debt Facility” means each indenture or other governing agreement with respect to any Second Priority Debt.

“Second Priority Debt Obligations” means, with respect to any series, issue or class of Second Priority Debt, all amounts owing pursuant to the terms of such Second Priority Debt, including, without limitation, the obligation (including guarantee obligations) to pay principal, interest (including interest that accrues after the commencement of an Insolvency or Liquidation Proceeding, regardless of whether such interest is an allowed claim under such Insolvency or Liquidation Proceeding), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other amounts payable by a Grantor under any Second Priority Debt Document.

Ex. F-5

“Second Priority Debt Parties” means the Initial Second Priority Debt Parties and, with respect to any series, issue or class of Second Priority Debt incurred after the date hereof, the holders of such Indebtedness, the Representative with respect thereto, any trustee or agent therefor under any related Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Issuer or any other Grantor under any related Second Priority Debt Documents.

“Second Priority Enforcement Date” means, with respect to any Second Priority Representative, the date which is 180 days (through which 180 day period such Second Priority Representative was the Major Second Priority Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative has been named as Representative) and (ii) the Designated Senior Representative’s and each other Representative’s receipt of written notice from such Second Priority Representative that (x) such Second Priority Representative is the Major Second Priority Representative and that an Event of Default (under and as defined in the Second Priority Debt Document for which such Second Priority Representative has been named as Representative) has occurred and is continuing and (y) the Second Priority Debt Obligations of the series with respect to which such Second Priority Representative is the Second Priority Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Second Priority Debt Document; provided that the Second Priority Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (1) at any time the Designated Senior Representative has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time the Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding.

“Second Priority Lien” means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

“Second Priority Majority Representatives” means Second Priority Representatives representing at least a majority of the then aggregate amount of Second Priority Debt Obligations that agree to vote together.

“Second Priority Representative” means (i) in the case of the Initial Second Priority Debt Obligations covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility incurred after the date hereof, the Second Priority Debt Parties thereunder, the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

“Secured Notes Secured Parties” means the “Secured Notes Secured Parties” as defined in the Security Agreement.

“Secured Obligations” means the Senior Obligations and the Second Priority Debt Obligations.

“Secured Parties” means the Senior Secured Parties and the Second Priority Debt Parties.

“Security Agreement” means the “Notes Pledge and Security Agreement” as defined in the Indenture.

“Senior Class Debt” has the meaning assigned to such term in Section 8.09.

“Senior Class Debt Parties” has the meaning assigned to such term in Section 8.09.

“Senior Class Debt Representative” has the meaning assigned to such term in Section 8.09.

“Senior Collateral” means any “Collateral” as defined in any Notes Document or any other Senior Debt Document or any other assets of the Issuer or any other Grantor with respect to which a Lien is granted or purported to be granted pursuant to a Senior Collateral Document as security for any Senior Obligations.

Ex. F-6

“Senior Collateral Agent” (i) prior to the Discharge of Notes Obligations, has the meaning assigned to such term in the introductory paragraph of this Agreement and shall include any successor Senior Collateral Agent and (ii) from and after the Discharge of Notes Obligations, means the Senior Representative designated in writing by the holders of a majority of the then outstanding principal amount of the Additional Senior Debt Obligations to act as Senior Collateral Agent hereunder and such Senior Representative shall have become a party to this Agreement (by executing and delivering to each other Representative a Joinder Agreement) and the other applicable Senior Collateral Documents.

“Senior Collateral Documents” means the Security Agreement and the other “Collateral Documents” as defined in the Indenture and each of the collateral agreements, security agreements and other instruments and documents executed and delivered by the Issuer or any other Grantor for purposes of providing collateral security for any Senior Obligation.

“Senior Debt Documents” means (a) the Notes Documents and (b) any Additional Senior Debt Documents.

“Senior Facilities” means the Indenture and any Additional Senior Debt Facilities.

“Senior Lien” means the Liens on the Senior Collateral in favor of the Senior Secured Parties under the Senior Collateral Documents.

“Senior Obligations” means the Notes Obligations and any Additional Senior Debt Obligations.

“Senior Representative” means (i) in the case of any Notes Obligations or the Secured Notes Secured Parties, the Senior Collateral Agent and (ii) in the case of any Additional Senior Debt Facility and the Additional Senior Debt Parties thereunder (including with respect to any Additional Senior Debt Facility initially covered hereby on the date of this Agreement), the trustee, administrative agent, or similar agent under such Additional Senior Debt Facility that is named as the Representative in respect of such Additional Senior Debt Facility hereunder or in the applicable Joinder Agreement.

“Senior Secured Parties” means the Secured Notes Secured Parties and any Additional Senior Debt Parties.

“Shared Collateral” means, at any time, Collateral in which the holders of Senior Obligations under at least one Senior Facility and the holders of Second Priority Debt Obligations under at least one Second Priority Debt Facility (or their Representatives) hold a security interest at such time (or, in the case of the Senior Facilities, are deemed pursuant to Article II to hold a security interest). If, at any time, any portion of the Senior Collateral under one or more Senior Facilities does not constitute Second Priority Collateral under one or more Second Priority Debt Facilities, then such portion of such Senior Collateral shall constitute Shared Collateral only with respect to the Second Priority Debt Facilities for which it constitutes Second Priority Collateral and shall not constitute Shared Collateral for any Second Priority Debt Facility which does not have a security interest in such Collateral at such time.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Issuer.

“Uniform Commercial Code” or “UCC” means, unless otherwise specified, the Uniform Commercial Code as from time to time in effect in the State of New York.

Ex. F-7

SECTION 1.02. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the Subsidiaries of such Person unless express reference is made to such Subsidiaries, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified 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, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

ARTICLE II

Priorities and Agreements with Respect to Shared Collateral

SECTION 2.01. Subordination.

(a) Notwithstanding the date, time, manner or order of filing or recordation of any document or instrument or grant, attachment or perfection of any Liens granted to any Second Priority Representative or any Second Priority Debt Parties on the Shared Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and notwithstanding any provision of the UCC, any applicable law, any Second Priority Debt Document or any Senior Debt Document or any other circumstance whatsoever, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior to any Lien on the Shared Collateral securing any Second Priority Debt Obligations and (b) any Lien on the Shared Collateral securing any Second Priority Debt Obligations now or hereafter held by or on behalf of any Second Priority Representative, any Second Priority Debt Parties or any Second Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and prior to all Liens on the Shared Collateral securing any Second Priority Debt Obligations for all purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien securing any other obligation of the Issuer, any Grantor or any other Person or otherwise subordinated, voided, avoided, invalidated or lapsed.

SECTION 2.02. Nature of Senior Lender Claims. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges that (a) the terms of the Senior Debt Documents and the Senior Obligations may be amended, supplemented or otherwise modified, and the Senior Obligations, or a portion thereof, may be Refinanced from time to time and (b) the aggregate amount of the Senior Obligations may be increased, in each case, without notice to or consent by the Second Priority Representatives or the Second Priority Debt Parties and without affecting the provisions hereof. The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any amendment, supplement or other modification, or any Refinancing, of either the Senior Obligations or the Second Priority Debt Obligations, or any portion thereof. As between the Issuer and the other Grantors and the Second Priority Debt Parties, the foregoing provisions will not limit or otherwise affect the obligations of the Issuer and the Grantors contained in any Second Priority Debt Document with respect to the incurrence of additional Senior Obligations.

SECTION 2.03. Prohibition on Contesting Liens. Each of the Second Priority Representatives, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that

Ex. F-8

it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Senior Obligations held (or purported to be held) by or on behalf of any Senior Representative or any of the other Senior Secured Parties or other agent or trustee therefor in any Senior Collateral, and the each Senior Representative, for itself and on behalf of each Senior Secured Party under its Senior Facility, agrees that it shall not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any Second Priority Debt Obligations held (or purported to be held) by or on behalf of any of any Second Priority Representative or any of the Second Priority Debt Parties in the Second Priority Collateral. Notwithstanding the foregoing, no provision in this Agreement shall be construed to prevent or impair the rights of any Senior Representative to enforce this Agreement (including the priority of the Liens securing the Senior Obligations as provided in Section 2.01) or any of the Senior Debt Documents.

SECTION 2.04. No New Liens. The parties hereto agree that, so long as the Discharge of Senior Obligations has not occurred, (a) none of the Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any Liens on any asset or property of any Grantor to secure any Second Priority Debt Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Senior Obligations; and (b) if any Second Priority Representative or any Second Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any Second Priority Obligations that are not also subject to the first-priority Liens securing all Senior Obligations under the Senior Collateral Documents, such Second Priority Representative or Second Priority Debt Party (i) shall notify the Designated Senior Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Senior Representative as security for the Senior Obligations, shall assign such Lien to the Designated Senior Representative as security for all Senior Obligations for the benefit of the Senior Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the benefit of each Senior Representative and the other Senior Secured Parties as security for the Senior Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any Senior Representative or any other Senior Secured Party, each Second Priority Representative agrees, for itself and on behalf of the other Second Priority Debt Parties, that any amounts received by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to Sections 4.01 and 4.02.

SECTION 2.05. Perfection of Liens. Except for the limited agreements of the Senior Representatives pursuant to Section 5.05 hereof, none of the Senior Representatives or the Senior Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Shared Collateral for the benefit of the Second Priority Representatives or the Second Priority Debt Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Secured Parties and the Second Priority Debt Parties and shall not impose on the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties or any agent or trustee therefor any obligations in respect of the disposition of Proceeds of any Shared Collateral which would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.

SECTION 2.06. Similar Liens and Agreements. The parties hereto agree that it is their intention that the Senior Collateral and the Second Priority Collateral be identical. In furtherance of the foregoing and of Section 8.13, the parties hereto agree, subject to the other provisions of this Agreement:

(a) upon request by the Designated Senior Representative or the Designated Second Priority Representative, to cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Senior Collateral and the Second Priority Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Senior Debt Documents and the Second Priority Debt Documents; and

(b) that the documents and agreements creating or evidencing the Senior Collateral and the Second Priority Collateral and guarantees for the Senior Obligations and the Second Priority Debt Obligations shall be in all material respects the same forms of documents other than with respect to the senior and subordinate nature of the security interests in the Collateral securing the respective Obligations thereunder.

Ex. F-9

ARTICLE III

Enforcement

SECTION 3.01. Exercise of Remedies.

(a) So long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Issuer or any other Grantor, (i) neither any Second Priority Representative nor any Second Priority Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Shared Collateral or any other Senior Collateral by any Senior Representative or any Senior Secured Party in respect of the Senior Obligations, the exercise of any right by any Senior Representative or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Senior Representative or any Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Shared Collateral under the Senior Debt Documents or otherwise in respect of the Senior Collateral or the Senior Obligations, or (z) object to the forbearance by the Senior Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of Senior Obligations and (ii) the Senior Representatives and the Senior Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral without any consultation with or the consent of any Second Priority Representative or any Second Priority Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Issuer or any other Grantor, any Second Priority Representative may file a claim or statement of interest with respect to the Second Priority Debt Obligations under its Second Priority Debt Facility, (B) any Second Priority Representative may take any action (not adverse to the prior Liens on the Shared Collateral securing the Senior Obligations or the rights of the Senior Representatives or the Senior Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, to the extent provided in Section 5.04 and (D) from and after the Second Priority Enforcement Date, the Major Second Priority Representative may exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) (in each case of (A) through (D) above, solely to the extent such action is not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement), but only so long as (1) the Designated Senior Representative has not commenced and is not diligently pursuing any enforcement action with respect to such Shared Collateral and (2) the Grantor which has granted a security interest in such Shared Collateral is not then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding. In exercising rights and remedies with respect to the Senior Collateral, the Senior Representatives and the Senior Secured Parties may enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(b) So long as the Discharge of Senior Obligations has not occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Shared Collateral in respect of Second Priority Debt Obligations. Without limiting the generality of the foregoing,

Ex. F-10

unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Priority Debt Obligations pursuant to the Second Priority Debt Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred.

(c) Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that neither such Second Priority Representative nor any such Second Priority Debt Party will take any action that would hinder any exercise of remedies undertaken by any Senior Representative or any Senior Secured Party with respect to the Shared Collateral under the Senior Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any such Second Priority Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Senior Representatives or the Senior Secured Parties seek to enforce or collect the Senior Obligations or the Liens granted on any of the Senior Collateral, regardless of whether any action or failure to act by or on behalf of any Senior Representative or any other Senior Secured Party is adverse to the interests of the Second Priority Debt Parties.

(d) Each Second Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the Senior Representatives or the Senior Secured Parties with respect to the Senior Collateral as set forth in this Agreement and the Senior Debt Documents.

(e) Until the Discharge of Senior Obligations, the Designated Senior Representative shall have the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto. Following the Discharge of Senior Obligations, the Designated Second Priority Representative who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to exercise any right or remedy with respect to the Collateral, and the Designated Second Priority Representative who may be instructed by the Second Priority Majority Representatives shall have the exclusive right to direct the time, method and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section 3.01(e) shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Parties or the Second Priority Debt Obligations.

SECTION 3.02. Cooperation. Subject to the proviso in clause (ii) of Section 3.01(a), each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, unless and until the Discharge of Senior Obligations has occurred, it will not commence, or join with any Person (other than the Senior Secured Parties and the Senior Representatives upon the request of the Designated Senior Representative) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Shared Collateral under any of the Second Priority Debt Documents or otherwise in respect of the Second Priority Debt Obligations.

SECTION 3.03. Actions upon Breach. Should any Second Priority Representative or any Second Priority Debt Party, contrary to this Agreement, in any way take, attempt to take or threaten to take any action with respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take any action required by this Agreement, any Senior Representative or other Senior Secured Party (in its or their own name or in the name of the Issuer or any other Grantor) or the Issuer may obtain relief against such Second Priority Representative or such Second Priority Debt Party by injunction, specific performance or other appropriate equitable relief. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby (i) agrees that the Senior Secured Parties’

Ex. F-11

damages from the actions of the Second Priority Representatives or any Second Priority Debt Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the Issuer, any other Grantor or the Senior Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any action that may be brought by any Senior Representative or any other Senior Secured Party.

ARTICLE IV

Payments

SECTION 4.01. Application of Proceeds. So long as the Discharge of Senior Obligations has not occurred, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated Senior Representative to the Senior Obligations in such order as specified in the relevant Senior Debt Documents (including the ABL Intercreditor Agreement) until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations in such order as specified in the relevant Second Priority Debt Documents.

SECTION 4.02. Payments Over. Unless and until the Discharge of Senior Obligations has occurred, and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, any Shared Collateral or Proceeds thereof received by any Second Priority Representative or any Second Priority Debt Party in connection with the exercise of any right or remedy (including setoff) relating to the Shared Collateral, in contravention of this Agreement or otherwise, shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated Senior Representative for the benefit of the Senior Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Designated Senior Representative is hereby authorized to make any such endorsements as agent for each of the Second Priority Representatives or any such Second Priority Debt Party. This authorization is coupled with an interest and is irrevocable.

ARTICLE V

Other Agreements

SECTION 5.01. Releases.

(a) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that, in the event of a sale, transfer or other disposition of any specified item of Shared Collateral (including all or substantially all of the equity interests of any subsidiary of the Issuer), the Liens granted to the Second Priority Representatives and the Second Priority Debt Parties upon such Shared Collateral to secure Second Priority Debt Obligations shall terminate and be released, automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure Senior Obligations; provided, however, that, such release will not occur without the consent of the Second Priority Representative in the case of any such sale, transfer or other disposition of Shared Collateral that occurs in connection with the exercise of any rights or remedies by any Senior Secured Party with respect to such Shared Collateral in respect of any Senior Obligations to the extent the Proceeds of such Shared Collateral are not applied to reduce Senior Obligations in accordance with Section 4.01. Upon delivery to a Second Priority Representative of an Officer’s Certificate stating that any such termination and release of Liens securing the Senior Obligations has become effective (or shall become effective concurrently with such termination and release of the Liens granted to the Second Priority Debt Parties and the Second Priority Representatives) and any necessary or proper instruments of termination or release prepared by the Issuer or any other Grantor, such Second Priority Representative will promptly execute, deliver or acknowledge, at the Issuer’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination and release of the Liens. Nothing in this Section 5.01(a) will be deemed to

Ex. F-12

affect any agreement of a Second Priority Representative, for itself and on behalf of the Second Priority Debt Parties under its Second Priority Debt Facility, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Debt Documents.

(b) Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby irrevocably constitutes and appoints the Designated Senior Representative and any officer or agent of the Designated Senior Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Priority Representative or such Second Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section 5.01(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a), including any termination statements, endorsements or other instruments of transfer or release.

(c) Unless and until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby consents to the application, whether prior to or after an event of default under any Senior Debt Document of proceeds of Shared Collateral to the repayment of Senior Obligations pursuant to the Senior Debt Documents, provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the Second Priority Representatives or the Second Priority Debt Parties to receive proceeds in connection with the Second Priority Debt Obligations not otherwise in contravention of this Agreement.

(d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a Senior Collateral Document and a Second Priority Collateral Document each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both the Designated Senior Representative and any Second Priority Representative or Second Priority Debt Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Shared Collateral by taking any of the actions set forth above only with respect to, or in favor of, the Designated Senior Representative.

SECTION 5.02. Insurance and Condemnation Awards. Unless and until the Discharge of Senior Obligations has occurred, the Designated Senior Representative and the Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the Senior Debt Documents, (a) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Grantor, (b) to adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and (c) to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. Unless and until the Discharge of Senior Obligations has occurred, all proceeds of any such policy and any such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of Senior Obligations, to the Designated Senior Representative for the benefit of Senior Secured Parties pursuant to the terms of the Senior Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Obligations, to the Designated Second Priority Representative for the benefit of the Second Priority Debt Parties pursuant to the terms of the applicable Second Priority Debt Documents and (iii) third, if no Second Priority Debt Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If any Second Priority Representative or any Second Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the Designated Senior Representative in accordance with the terms of Section 4.02.

Ex. F-13

SECTION 5.03. Amendments to Second Priority Collateral and Debt Documents.

(a) No Second Priority Collateral Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms of any new Second Priority Collateral Document, would be prohibited by any of the terms of this Agreement. The Issuer agrees to deliver to the Designated Senior Representative copies of (i) any amendments, supplements or other modifications to the Second Priority Collateral Documents or Second Priority Debt Documents and (ii) any new Second Priority Collateral Documents or Second Priority Debt Documents promptly after effectiveness thereof. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that each Second Priority Collateral Document under its Second Priority Debt Facility shall include the following language (or language to similar effect reasonably approved by the Designated Senior Representative):

“Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [Second Priority Representative] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted in favor of the Senior Secured Parties (as defined in the Intercreditor Agreement referred to below), including liens and security interests granted to Wells Fargo Bank, National Association, as notes collateral agent, pursuant to or in connection with the Indenture, dated as of October 21, 2013, among the Issuer, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee and as notes collateral agent, as further amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time and (ii) the exercise of any right or remedy by the [Second Priority Representative] hereunder is subject to the limitations and provisions of the Junior Lien Intercreditor Agreement dated as of [            ], 201[  ] (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Wells Fargo Bank, National Association, as Senior Collateral Agent, [                    ], Allied Specialty Vehicles, Inc., as the Issuer, and the Guarantors party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern.”

(b) In the event that each applicable Senior Representative and/or the Senior Secured Parties enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents for the purpose of adding to or deleting from, or waiving or consenting to any departures from any provisions of, any Senior Collateral Document or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the Issuer or any other Grantor thereunder (including the release of any Liens in Senior Collateral) in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent shall apply automatically to any comparable provision of each comparable Second Priority Collateral Document without the consent of any Second Priority Representative or any Second Priority Debt Party and without any action by any Second Priority Representative, the Issuer or any other Grantor; provided, however, that written notice of such amendment, waiver or consent shall have been given to each Second Priority Representative within 10 Business Days after the effectiveness of such amendment, waiver or consent.

(c) Without the prior written consent of the Senior Representatives, no Second Priority Debt Document may be amended, restated, amended and restated, supplemented, extended, renewed, replaced, restructured, or otherwise modified, or entered into, and no Indebtedness under the Second Priority Debt Documents may be Refinanced, to the extent such amendment, restatement, supplement or modification or Refinancing, or the terms of such new Second Priority Debt Document, would (i) contravene the provisions of this Agreement or (ii) change to earlier dates any scheduled dates for payment of principal (including the final maturity date) or interest on Indebtedness under such Second Priority Debt Document.

SECTION 5.04. Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Issuer and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not inconsistent with any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of

Ex. F-14

rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

SECTION 5.05. Gratuitous Bailee for Perfection.

(a) Each Senior Representative acknowledges and agrees that if it shall at any time hold a Lien securing any Senior Obligations on any Shared Collateral that can be perfected by the possession or control of such Shared Collateral or of any account in which such Shared Collateral is held, and if such Shared Collateral or any such account is in fact in the possession or under the control of such Senior Representative, or of agents or bailees of such Person (such Shared Collateral being referred to herein as the “Pledged or Controlled Collateral”), or if it shall any time obtain any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, the applicable Senior Representative shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous bailee for the relevant Second Priority Representatives, in each case solely for the purpose of perfecting the Liens granted under the relevant Second Priority Collateral Documents and subject to the terms and conditions of this Section 5.05.

(b) In the event that any Senior Representative (or its agents or bailees) has Lien filings against Intellectual Property that is part of the Shared Collateral that are necessary for the perfection of Liens in such Shared Collateral, such Senior Representative agrees to hold such Liens as sub-agent and gratuitous bailee for the relevant Second Priority Representatives and any assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens pursuant to the relevant Second Priority Collateral Documents, subject to the terms and conditions of this Section 5.05.

(c) Except as otherwise specifically provided herein, until the Discharge of Senior Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the Senior Debt Documents as if the Liens under the Second Priority Collateral Documents did not exist. The rights of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Pledged or Controlled Collateral shall at all times be subject to the terms of this Agreement.

(d) The Senior Representatives and the Senior Secured Parties shall have no obligation whatsoever to the Second Priority Representatives or any Second Priority Debt Party to assure that any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except as expressly set forth in this Section 5.05. The duties or responsibilities of the Senior Representatives under this Section 5.05 shall be limited solely to holding or controlling the Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05 as sub-agent and gratuitous bailee for the relevant Second Priority Representative for purposes of perfecting the Lien held by such Second Priority Representative.

(e) The Senior Representatives shall not have by reason of the Second Priority Collateral Documents or this Agreement, or any other document, a fiduciary relationship in respect of any Second Priority Representative or any Second Priority Debt Party, and each, Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.05 as sub-agents and gratuitous bailees with respect to the Shared Collateral.

(f) Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Second Priority Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Senior Representative or any of its agents or bailees, including the transfer of possession and control, as applicable,

Ex. F-15

of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent jurisdiction may otherwise direct and (ii) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier. The Issuer and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by such Senior Representative as a result of such transfer, except for loss or damage suffered by any such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior Representatives have no obligations to follow instructions from any Second Priority Representative or any other Second Priority Debt Party in contravention of this Agreement.

(g) None of the Senior Representatives nor any of the other Senior Secured Parties shall be required to marshal any present or future collateral security for any obligations of the Issuer or any of its Subsidiaries to any Senior Representative or any Senior Secured Party under the Senior Debt Documents or any assurance of payment in respect thereof, or to resort to such collateral security or other assurances of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.

SECTION 5.06. When Discharge of Senior Obligations Deemed To Not Have Occurred. If, at any time concurrently with or after the Discharge of Senior Obligations has occurred, the Issuer or any of its Subsidiaries enters into any Refinancing of or incurs any Senior Obligations, then such Discharge of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of Senior Obligations) and the applicable agreement governing such Senior Obligations shall automatically be treated as a Senior Debt Document for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared Collateral set forth herein and the agent, representative or trustee for the holders of such Senior Obligations shall be the Senior Representative for all purposes of this Agreement. Upon receipt of notice of such incurrence (including the identity of the new Senior Representative), each Second Priority Representative (including the Designated Second Priority Representative) shall promptly (a) enter into such documents and agreements (at the expense of the Issuer), including amendments or supplements to this Agreement, as the Issuer or such new Senior Representative shall reasonably request in writing in order to provide the new Senior Representative the rights of a Senior Representative contemplated hereby, (b) deliver to such Senior Representative, to the extent that it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or controlled by such Second Priority Representative or any of its agents or bailees, including the transfer of possession and control, as applicable, of the Pledged or Controlled Collateral, together with any necessary endorsements and notices to depositary banks, securities intermediaries and commodities intermediaries, and assign its rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that it is no longer entitled to be a loss payee or additional insured under the insurance policies of any Grantor issued by such insurance carrier and (d) notify any governmental authority involved in any condemnation or similar proceeding involving a Grantor that the new Senior Representative is entitled to approve any awards granted in such proceeding. Purchase Right Without prejudice to the enforcement of the Senior Secured Parties remedies, the Senior Secured Parties agree that following (a) acceleration of the Senior Obligations in accordance with the terms of the Indenture, (b) a payment default under the Indenture that has not been cured or waived by the Senior Secured Parties within thirty (30) days of the occurrence thereof or (c) the commencement of an Insolvency Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest and fees, without warranty or representation or recourse. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Ex. F-16

ARTICLE VI

Insolvency or Liquidation Proceedings.

SECTION 6.01. Financing Issues. Until the Discharge of Senior Obligations has occurred, if the Issuer or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and any Senior Representative or any Senior Secured Party shall desire to consent (or not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to the Issuer’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law (“DIP Financing”), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will raise no (a) objection to and will not otherwise contest such sale, use or lease of such cash or other collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in connection therewith and, to the extent the Liens securing any Senior Obligations are subordinated or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all obligations relating thereto) on the same basis as the Liens securing the Second Priority Debt Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for professional and United States Trustee fees agreed to by the Senior Representatives, (b) objection to (and will not otherwise contest) any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of Senior Obligations or the Shared Collateral made by any Senior Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest) any exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in foreclosure of Senior Collateral under Section 363(k) or Section 1129 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any Senior Secured Party relating to the lawful enforcement of any Lien on Senior Collateral or (e) objection to (and will not otherwise contest or oppose) any order relating to a sale or other disposition of assets of any Grantor (including pursuant to Section 363 of the Bankruptcy Code or any similar provision of any other applicable Bankruptcy Law) to which any Senior Representative has consented or not objected that provides, to the extent such sale or other disposition is to be free and clear of Liens, that the Liens securing the Senior Obligations and the Second Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared Collateral securing the Second Priority Debt Obligations pursuant to this Agreement. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an order approving such usage of cash or other collateral or approving such financing shall be adequate notice.

SECTION 6.02. Relief from the Automatic Stay. Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any action in derogation thereof, in each case in respect of any Shared Collateral, without the prior written consent of the Designated Senior Representative.

SECTION 6.03. Adequate Protection. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that none of them shall (A) object, contest or support any other Person objecting to or contesting (a) any request by any Senior Representative or any Senior Secured Parties for adequate protection in any form, (b) any objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action or proceeding based on any Senior Representative’s or Senior Secured Party’s claiming a lack of adequate protection or (c) the allowance and/or payment of interest, fees, expenses or other amounts of any Senior Representative or any other Senior Secured Party as adequate protection or otherwise under Section 506(b) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or (B) assert or support any claim for costs or expenses of preserving or disposing of any Collateral under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i) if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral or superpriority claims in connection with any DIP Financing or use of cash collateral under Section 363 or 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, then each Second Priority Representative, for

Ex. F-17

itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien or superpriority claim on such additional collateral, which (A) Lien is subordinated to the Liens securing all Senior Obligations and such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to the Liens securing Senior Obligations under this Agreement and (B) superpriority claim is subordinated to all claims of the Senior Secured Parties on the same basis as the other claims of the Second Priority Debt Parties are so subordinated to the claims of the Senior Secured Parties under this Agreement, (ii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of additional or replacement collateral, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted a senior Lien on such additional or replacement collateral as security for the Senior Obligations and any such DIP Financing and that any Lien on such additional or replacement collateral securing and/or serving as adequate protection for the Second Priority Debt Obligations shall be subordinated to the Liens on such collateral adequate protection and securing the Senior Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02), and (iii) in the event any Second Priority Representatives, for themselves and on behalf of the Second Priority Debt Parties under their Second Priority Debt Facilities, seek or request adequate protection and such adequate protection is granted (in each instance, to the extent such grant is otherwise permissible under the terms and conditions of this Agreement) in the form of a superpriority claim, then such Second Priority Representatives, for themselves and on behalf of each Second Priority Debt Party under their Second Priority Debt Facilities, agree that each Senior Representative shall also be granted adequate protection in the form of a superpriority claims, which superpriority claim shall be senior to the superpriority claims of the Second Priority Debt Parties (and, to the extent the Senior Secured Parties are not granted such adequate protection in such form, any amounts recovered by or distributed to any Second Priority Debt Party pursuant to or as a result of any Lien on such additional or replacement collateral so granted to the Second Priority Debt Parties shall be subject to Section 4.02).

SECTION 6.04. Preference Issues. If any Senior Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Issuer or any other Grantor (or any trustee, receiver or similar Person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or otherwise avoided under Chapter 5 of the Bankruptcy Code or any other applicable Bankruptcy Law or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then the Senior Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the Senior Secured Parties shall be entitled to the benefits of this Agreement until a Discharge of Senior Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

SECTION 6.05. Separate Grants of Security and Separate Classifications. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant to the Senior Collateral Documents and the Second Priority Collateral Documents constitute separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Shared Collateral, the Second Priority Debt Obligations are fundamentally different from the Senior Obligations and must be separately classified in any plan of reorganization proposed, confirmed

Ex. F-18

or adopted in an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that any claims of the Senior Secured Parties and the Second Priority Debt Parties in respect of the Shared Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims), then each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Debt Parties), the Senior Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest, fees and expenses and other claims, all amounts owing in respect of post-petition interest, fees and expenses (whether or not allowed or allowable) before any distribution is made in respect of the Second Priority Debt Obligations, with each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Designated Senior Representative amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Debt Parties.

SECTION 6.06. No Waivers of Rights of Senior Secured Parties. Nothing contained herein shall, except as expressly provided herein, prohibit or in any way limit any Senior Representative or any other Senior Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Second Priority Debt Party, including the seeking by any Second Priority Debt Party of adequate protection or the assertion by any Second Priority Debt Party of any of its rights and remedies under the Second Priority Debt Documents or otherwise.

SECTION 6.07. Application. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the Shared Collateral and proceeds thereof shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject to any court order approving the financing of, or use of cash collateral by, any Grantor. All references herein to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor.

SECTION 6.08. Other Matters. To the extent that any Second Priority Representative or any Second Priority Debt Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law with respect to any of the Shared Collateral, such Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, or such Second Priority Debt Party agrees not to assert any such rights without the prior written consent of each Senior Representative, provided that if requested by any Senior Representative, such Second Priority Representative shall timely exercise such rights in the manner requested by the Senior Representatives (acting unanimously), including any rights to payments in respect of such rights.

SECTION 6.09. 506(c) Claims. Until the Discharge of Senior Obligations has occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not assert or enforce any claim under Section 506(c) of the Bankruptcy Code or any similar provision of any other Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or expenses of preserving or disposing of any Shared Collateral.

SECTION 6.10. Reorganization Securities. (a) If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive restructuring plan, on account of both the Senior Obligations and the Second Priority Debt Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations and on account of the Second Priority Debt Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

Ex. F-19

(b) Each Second Priority Debt Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement, other than with the prior written consent of the Designated Senior Representative or to the extent any such plan is proposed or supported by the number of Senior Secured Debt Parties required under Section 1126(d) of the Bankruptcy Code.

SECTION 6.11. Section 1111(b) of the Bankruptcy Code. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, shall not object to, oppose, support any objection, or take any other action to impede, the right of any Senior Secured Party to make an election under Section 1111(b)(2) of the Bankruptcy Code. Each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, waives any claim it may hereafter have against any senior claimholder arising out of the election by any Senior Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code.

ARTICLE VII

Reliance; Etc.

SECTION 7.01. Reliance. All loans and other extensions of credit made or deemed made on and after the date hereof by the Senior Secured Parties to the Issuer or any of its Subsidiaries shall be deemed to have been given and made in reliance upon this Agreement. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges that it and such Second Priority Debt Parties have, independently and without reliance on any Senior Representative or other Senior Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the Second Priority Debt Documents to which they are party or by which they are bound, this Agreement and the transactions contemplated hereby and thereby, and they will continue to make their own credit decisions in taking or not taking any action under the Second Priority Debt Documents or this Agreement.

SECTION 7.02. No Warranties or Liability. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party has made any express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectibility or enforceability of any of the Senior Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the Senior Debt Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that the Second Priority Representatives and the Second Priority Debt Parties have in the Shared Collateral or otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor any other Senior Secured Party shall have any duty to any Second Priority Representative or Second Priority Debt Party to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreement with the Issuer or any of its Subsidiaries (including the Second Priority Debt Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Agreement, the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties have not otherwise made to each other, nor do they hereby make to each other, any warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability, validity, value or collectibility of any of the Senior Obligations, the Second Priority Debt Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or right to transfer any of the Shared Collateral or (c) any other matter except as expressly set forth in this Agreement.

SECTION 7.03. Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Senior Debt Document or any Second Priority Debt Document;

Ex. F-20

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the Senior Obligations or Second Priority Debt Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the Indenture or any other Senior Debt Document or of the terms of any Second Priority Debt Document;

(c) any exchange of any security interest in any Shared Collateral or any other collateral or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior Obligations or Second Priority Debt Obligations or any guarantee thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Issuer or any other Grantor; or

(e) any other circumstances that otherwise might constitute a defense available to (i) the Issuer or any other Grantor in respect of the Senior Obligations (other than the Discharge of Senior Obligations subject to Sections 5.06 and 6.04) or (ii) any Second Priority Representative or Second Priority Debt Party in respect of this Agreement.

ARTICLE VIII

Miscellaneous

SECTION 8.01. Conflicts. Subject to Section 8.21, in the event of any conflict between the provisions of this Agreement and the provisions of any Senior Debt Document or any Second Priority Debt Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing, the relative rights and obligations of the Senior Secured Collateral Agent, the Senior Representatives and the Senior Secured Parties (as amongst themselves) with respect to any Senior Collateral that constitutes Notes Priority Collateral shall be governed by the terms of the ABL Intercreditor Agreement and in the event of any conflict between the ABL Intercreditor Agreement and this Agreement, the provisions of the ABL Intercreditor Agreement shall control.

SECTION 8.02. Continuing Nature of this Agreement; Severability. Subject to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any of its Subsidiaries constituting Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8.03. Amendments; Waivers.

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.

Ex. F-21

(b) This Agreement may be amended in writing signed by each Representative (in each case, acting in accordance with the documents governing the applicable Debt Facility); provided that any such amendment, supplement or waiver which by the terms of this Agreement requires the Issuer’s consent or which increases the obligations or reduces the rights of, or otherwise materially adversely affects, the Issuer or any Grantor, shall require the consent of the Issuer. Any such amendment, supplement or waiver shall be in writing and shall be binding upon the Senior Secured Parties and the Second Priority Debt Parties and their respective successors and assigns.

(c) Notwithstanding the foregoing, without the consent of any Secured Party (and with respect to any amendment or modification which by the terms of this Agreement requires the Issuer’s consent or which increases the obligations or reduces the rights of the Issuer or any other Grantor, with the consent of the Issuer), any Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.09 of this Agreement and upon such execution and delivery, such Representative and the Secured Parties and Senior Obligations or Second Priority Debt Obligations of the Debt Facility for which such Representative is acting shall be subject to the terms hereof.

SECTION 8.04. Information Concerning Financial Condition of the Issuer and the Subsidiaries. The Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the Issuer and its Subsidiaries and all endorsers or guarantors of the Senior Obligations or the Second Priority Debt Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Senior Obligations or the Second Priority Debt Obligations. The Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Secured Parties shall have no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that any Senior Representative, any Senior Secured Party, any Second Priority Representative or any Second Priority Debt Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

SECTION 8.05. Subrogation. Each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Obligations has occurred.

SECTION 8.06. Application of Payments. Except as otherwise provided herein, all payments received by the Senior Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Obligations as the Senior Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the Senior Debt Documents. Except as otherwise provided herein, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, assents to any such extension or postponement of the time of payment of the Senior Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any security that may at any time secure any part of the Senior Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

SECTION 8.07. Additional Grantors. The Issuer agrees that, if any of its Subsidiaries shall become a Grantor after the date hereof, it will promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the form of Annex II. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party hereunder, and will be acknowledged by the Designated Second Priority Representative and the Designated Senior Representative. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

Ex. F-22

SECTION 8.08. Dealings with Grantors. Upon any application or demand by the Issuer or any Grantor to any Representative to take or permit any action under any of the provisions of this Agreement or under any Collateral Document (if such action is subject to the provisions hereof), at the request of such Representative, the Issuer or such Grantor, as appropriate, shall furnish to such Representative a certificate of an authorized officer ( an “Officer’s Certificate”) stating that all conditions precedent, if any, provided for in this Agreement or such Collateral Document, as the case may be, relating to the proposed action have been complied with, except that in the case of any such application or demand as to which the furnishing of such documents is specifically required by any provision of this Agreement or any Collateral Document relating to such particular application or demand, no additional certificate or opinion need be furnished.

SECTION 8.09. Additional Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the then extant Senior Debt Documents and Second Priority Debt Documents, the Issuer may incur or issue and sell one or more series or classes of Second Priority Debt and one or more series or classes of Additional Senior Debt. Any such additional class or series of Second Priority Debt (the “Second Priority Class Debt”) may be secured by a second priority, subordinated Lien on Shared Collateral, in each case under and pursuant to the relevant Second Priority Collateral Documents for such Second Priority Class Debt, if and subject to the condition that the Representative of any such Second Priority Class Debt (each, a “Second Priority Class Debt Representative”), acting on behalf of the holders of such Second Priority Class Debt (such Representative and holders in respect of any Second Priority Class Debt being referred to as the “Second Priority Class Debt Parties”), becomes a party to this Agreement by satisfying conditions (i) through (iii), as applicable, of the immediately succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior Class Debt”; and the Senior Class Debt and Second Priority Class Debt, collectively, the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each case under and pursuant to the relevant Senior Collateral Documents, if and subject to the condition that the Representative of any such Senior Class Debt (each, a “Senior Class Debt Representative”; and the Senior Class Debt Representatives and Second Priority Class Debt Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt being referred to as the “Senior Class Debt Parties”; and the Senior Class Debt Parties and Second Priority Class Debt Parties, collectively, the “Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in the definition of Additional Senior Debt and clauses (ii) through (iii), as applicable, of the immediately succeeding paragraph. In order for a Class Debt Representative to become a party to this Agreement:

(i) such Second Priority Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex III (with such changes as may be reasonably approved by the Designated Senior Representative and such Second Priority Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Second Priority Class Debt in respect of which such Second Priority Class Debt Representative is the Representative constitutes Second Priority Debt Obligations and the related Second Priority Class Debt Parties become subject hereto and bound hereby as Second Priority Debt Parties;

(ii) the Issuer (a) shall have delivered to the Designated Senior Representative an Officer’s Certificate identifying the obligations to be designated as Additional Senior Debt Obligations or Second Priority Debt Obligations, as applicable, and the initial aggregate principal amount or face amount thereof and certifying that such obligations are permitted to be incurred and secured (I) in the case of Additional Senior Debt Obligations, on a senior basis under each of the Senior Debt Documents and (II) in the case of Second Priority Debt Obligations, on a junior basis under each of the Second Priority Debt Documents and (b) if requested, shall have delivered true and complete copies of each of the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt, certified as being true and correct by an authorized officer of the Issuer; and

(iii) the Second Priority Debt Documents or Senior Debt Documents, as applicable, relating to such Class Debt shall provide that each Class Debt Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Class Debt.

SECTION 8.10. Refinancings. To the extent not prohibited by this Agreement, the Senior Debt Obligations and the Second Priority Debt may be refinanced or replaced, in whole or in part, in each case,

Ex. F-23

without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Senior Debt Document or any Second Priority Debt Document) of any Senior Representative or any Secured Party, all without affecting the Lien priorities provided for herein or the other provisions hereof. Second Priority Representative hereby agrees that at the request of the Issuer in connection with refinancing or replacement of Senior Obligations (“Replacement Senior Obligations”) it will enter into an agreement in form and substance reasonably acceptable to the Second Priority Representative with the agent for the Replacement Senior Obligations containing terms and conditions substantially similar to the terms and conditions of this Agreement.

SECTION 8.11. Consent to Jurisdiction; Waivers. Each Representative, on behalf of itself and the Secured Parties of the Debt Facility for which it is acting, irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents and agrees that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Representative) at the address referred to in Section 8.12;

(d) agrees that nothing herein shall affect the right of any other party hereto (or any Secured Party) to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 8.11 any special, exemplary, punitive or consequential damages.

SECTION 8.12. Notices. All notices, requests, demands and other communications provided for or permitted hereunder shall be in writing and shall be sent:

(i) if to Issuer or any Grantor, to the Issuer, at its address at: [4776 New Broad Street, Suite 200, Orlando, Florida, 32814], Attention of [                    ], telecopy [                    ];

(ii) if to the Initial Second Priority Representative to it at: [                    ], Attention of [                    ], telecopy [                    ];

(iii) if to the Senior Collateral Agent, to it at: [Wells Fargo Bank, National Association, Corporate Trust Services, MAC N-9311-115, 625 Marquette Avenue, 11th Floor, Minneapolis, Minnesota, 55479], Attention of [●], (Fax No.: [●]) (e-mail: [●]), with a copy to: [                    ];

(iv) if to any other Senior Representative a party hereto on the date hereof, to it at: [                    ], Attention of [                    ], telecopy [                    ];

(v) if to any other Representative, to it at the address specified by it in the Joinder Agreement delivered by it pursuant to Section 8.09.

Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and, may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

Ex. F-24

SECTION 8.13. Further Assurances. Each Senior Representative, on behalf of itself and each Senior Secured Party under the Senior Debt Facility for which it is acting, each Second Party Representative, on behalf of itself, and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement.

SECTION 8.14. GOVERNING LAW; WAIVER OF JURY TRIAL.

(A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 8.15. Binding on Successors and Assigns. This Agreement shall be binding upon the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives, the Second Priority Debt Parties, the Issuer, the other Grantors party hereto and their respective successors and assigns.

SECTION 8.16. Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of this Agreement.

SECTION 8.17. Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or other electronic method, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 8.18. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Senior Collateral Agent represents and warrants that this Agreement is binding upon Secured Notes Secured Parties. The Initial Second Priority Representative represents and warrants that this Agreement is binding upon the Initial Second Priority Debt Parties.

SECTION 8.19. No Third Party Beneficiaries; Successors and Assigns. The lien priorities set forth in this Agreement and the rights and benefits hereunder in respect of such lien priorities shall inure solely to the benefit of the Senior Representatives, the Senior Secured Parties, the Second Priority Representatives and the Second Priority Debt Parties, and their respective permitted successors and assigns, and no other Person (including the Grantors, or any trustee, receiver, debtor in possession or bankruptcy estate in a bankruptcy or like proceeding) shall have or be entitled to assert such rights. Nothing in this Agreement is intended to or shall impair the rights or obligations of the Issuer or any other Grantor, which obligations are absolute and unconditional, to pay the Senior Obligations and the Second Priority Debt Obligations as and when the same shall become due and payable in accordance with their terms.

SECTION 8.20. Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto.

SECTION 8.21. Senior Collateral Agent and Initial Second Priority Representative. It is understood and agreed that (a) the Senior Collateral Agent (as defined in the preamble hereto) is entering into this Agreement in its capacity as notes collateral agent under the Indenture and the provisions of Article XI of the Indenture

Ex. F-25

applicable to the Notes Collateral Agent (as defined therein) thereunder shall also apply to the Senior Collateral Agent hereunder and (b) the Initial Second Priority Representative is entering into this Agreement in its capacity as [                    ] under the Initial Second Priority Debt Documents and the provisions of Article [                    ] of [                    ] applicable to the Initial Second Priority Representative thereunder shall also apply to the Initial Second Priority Representative hereunder.

SECTION 8.22. Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Section 5.01(a), 5.01(d) or 5.03(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the Indenture, any other Senior Debt Document or any Second Priority Debt Documents, (b) change the relative priorities of the Senior Obligations or the Liens granted under the Senior Collateral Documents on the Shared Collateral (or any other assets) as among the Senior Secured Parties, (c) otherwise change the relative rights of the Senior Secured Parties in respect of the Shared Collateral as among such Senior Secured Parties or (d) obligate the Issuer or any Grantor to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the Indenture or any other Senior Debt Document or any Second Priority Debt Document.

SECTION 8.23. Survival of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.

Ex. F-26

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Senior Collateral Agent
By:
	Name:
	Title:
[                    ],
as [                    ] for the holders of [applicable Additional Senior Debt Facility]
By:
	Name:
	Title:
[                    ],
as Initial Second Priority Representative
By:
	Name:
	Title:

Ex. F-27

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:
THE GRANTORS LISTED ON ANNEX I HERETO
By:
	Name:
	Title:

Ex. F-28

ANNEX I

Grantors

Annex I-1

ANNEX II

SUPPLEMENT NO. dated as of [            ], 20[    ] (this “Supplement”), to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [            ], 201[  ] (the “Junior Lien Intercreditor Agreement”), among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Issuer”), certain subsidiaries of the Issuer (each a “Grantor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent under the Indenture, [                    ], as Initial Second Priority Representative, and the additional Representatives from time to time party thereto.

A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Junior Lien Intercreditor Agreement.

B. The Grantors have entered into the Junior Lien Intercreditor Agreement. Pursuant to the Indenture, certain Additional Senior Debt Documents and certain Second Priority Debt Documents, certain newly acquired or organized Subsidiaries of the Issuer are required to enter into the Junior Lien Intercreditor Agreement. Section 8.07 of the Junior Lien Intercreditor Agreement provides that such Subsidiaries may become party to the Junior Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in accordance with the requirements of the Indenture, the Second Priority Debt Documents and Additional Senior Debt Documents.

Accordingly, the Designated Senior Representative and the New Grantor agree as follows:

SECTION 1. In accordance with Section 8.07 of the Junior Lien Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor under the Junior Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the Junior Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the Junior Lien Intercreditor Agreement shall be deemed to include the New Grantor. The Junior Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Grantor represents and warrants to the Designated Senior Representative and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Bankruptcy Laws and by general principles of equity.

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Designated Senior Representative shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature page to this Supplement by facsimile transmission or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Junior Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Junior Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Junior Lien Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Issuer as specified in the Junior Lien Intercreditor Agreement.

Annex II-1

SECTION 8. The Issuer agrees to reimburse the Designated Senior Representative for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Representative as required by the applicable Senior Debt Documents.

Annex II-2

IN WITNESS WHEREOF, the New Grantor, and the Designated Senior Representative have duly executed this Supplement to the Junior Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW GRANTOR]
By:
	Name:
	Title:

Acknowledged by:
[                    ], as Designated Senior Representative
By:
	Name:
	Title:
[                    ], as Designated Second Priority Representative
By:
	Name:
	Title:

Annex II-3

ANNEX III

[FORM OF] REPRESENTATIVE SUPPLEMENT NO. [    ] dated as of [            ], 201[  ] to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [            ], 201[  ] (the “Junior Lien Intercreditor Agreement”), among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Issuer”), certain subsidiaries the Issuer (each a “Grantor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent under the Indenture, [                    ], as Initial Second Priority Representative, and the additional Representatives from time to time party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Junior Lien Intercreditor Agreement.

B. As a condition to the ability of the Issuer to incur Second Priority Debt and to secure such Second Priority Class Debt with the Second Priority Lien and to have such Second Priority Class Debt guaranteed by the Grantors, in each case under and pursuant to the Second Priority Collateral Documents relating thereto, the Second Priority Class Representative in respect of such Second Priority Class Debt is required to become a Representative under, and such Second Priority Class Debt and the Second Priority Class Debt Parties in respect thereof are required to become subject to and bound by, the Junior Lien Intercreditor Agreement. Section 8.09 of the Junior Lien Intercreditor Agreement provides that such Second Priority Class Debt Representative may become a Representative under, and such Second Priority Class Debt and such Second Priority Class Debt Parties may become subject to and bound by, the Junior Lien Intercreditor Agreement as Second Priority Debt Obligations and Second Priority Debt Parties, respectively, pursuant to the execution and delivery by the Second Priority Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in Section 8.09 of the Junior Lien Intercreditor Agreement. The undersigned Second Priority Class Debt Representative (the “New Representative”) is executing this Supplement in accordance with the requirements of the Senior Debt Documents and the Second Priority Debt Documents.

Accordingly, the Designated Senior Representative and the New Representative agree as follows:

SECTION 1. In accordance with Section 8.09 of the Junior Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Second Priority Class Debt and Second Priority Class Debt Parties become subject to and bound by, the Junior Lien Intercreditor Agreement as Second Priority Debt Obligations and Second Priority Debt Parties, respectively, with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Second Priority Class Debt Parties, hereby agrees to all the terms and provisions of the Junior Lien Intercreditor Agreement applicable to it as a Second Priority Representative and to the Second Priority Class Debt Parties that it represents as Second Priority Debt Parties. Each reference to a “Representative” or “Second Priority Representative” in the Junior Lien Intercreditor Agreement shall be deemed to include the New Representative. The Junior Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the Designated Senior Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Second Priority Debt Documents relating to such Second Priority Class Debt provide that, upon the New Representative’s entry into this Agreement, the Second Priority Class Debt Parties in respect of such Second Priority Class Debt will be subject to and bound by the provisions of the Junior Lien Intercreditor Agreement as Second Priority Debt Parties.

SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

Annex III-1

SECTION 4. Except as expressly supplemented hereby, the Junior Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Junior Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Junior Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

SECTION 8. The Issuer agrees to reimburse the Designated Senior Representative for its reasonable out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Representative as required by the applicable Senior Debt Documents.

Annex III-2

IN WITNESS WHEREOF, the New Representative and the Designated Senior Representative have duly executed this Representative Supplement to the Junior Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW REPRESENTATIVE],
as [                    ] for the holders of [                    ]
By:
	Name:
	Title:
	Address for notices:

Attention of:

Telecopy:

[                    ],
as Designated Senior Representative
By:
	Name:
	Title:

Annex III-3

Acknowledged by:
ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:
THE GRANTORS
LISTED ON SCHEDULE I HERETO
By:
	Name:
	Title:

Annex III-4

Schedule I to the

Representative Supplement to the

Junior Lien Intercreditor Agreement

Grantors

Annex III-5

ANNEX IV

[FORM OF] REPRESENTATIVE SUPPLEMENT NO. [    ] dated as of [            ], 201[  ] to the JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [            ], 201[  ] (the “Junior Lien Intercreditor Agreement”), among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Issuer”), certain subsidiaries of the Issuer (each a “Grantor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as notes collateral agent under the Indenture, [                    ], as Initial Second Priority Representative, and the additional Representatives from time to time party thereto.

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Junior Lien Intercreditor Agreement.

B. As a condition to the ability of the Issuer to incur Senior Class Debt after the date of the Junior Lien Intercreditor Agreement and to secure such Senior Class Debt with the Senior Lien and to have such Senior Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Senior Collateral Documents relating thereto, the Senior Class Debt Representative in respect of such Senior Class Debt is required to become a Representative under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the Junior Lien Intercreditor Agreement. Section 8.09 of the Junior Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become a Representative under, and such Senior Class Debt and such Senior Class Debt Parties may become subject to and bound by, the Junior Lien Intercreditor Agreement as Second Priority Debt Obligations and Additional Senior Debt Parties, respectively, pursuant to the execution and delivery by the Senior Class Debt Representative of an instrument in the form of this Representative Supplement and the satisfaction of the other conditions set forth in the definition of “Additional Senior Debt” in the Junior Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative (the “New Representative”) is executing this Supplement in accordance with the requirements of the Senior Debt Documents and the Second Priority Debt Documents.

Accordingly, the Designated Senior Representative and the New Representative agree as follows:

SECTION 1. In accordance with Section 8.09 of the Junior Lien Intercreditor Agreement, the New Representative by its signature below becomes a Representative under, and the related Senior Class Debt and Senior Class Debt Parties become subject to and bound by, the Junior Lien Intercreditor Agreement as Second Priority Debt Obligations and Additional Senior Debt Parties, respectively, with the same force and effect as if the New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the terms and provisions of the Junior Lien Intercreditor Agreement applicable to it as a Senior Representative and to the Senior Class Debt Parties that it represents as Senior Secured Parties. Each reference to a “Representative” or “Senior Representative” in the Junior Lien Intercreditor Agreement shall be deemed to include the New Representative. The Junior Lien Intercreditor Agreement is hereby incorporated herein by reference.

SECTION 2. The New Representative represents and warrants to the Designated Senior Representative and the other Secured Parties that (i) it has full power and authority to enter into this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Senior Debt Documents relating to such Senior Class Debt provide that, upon the New Representative’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the Junior Lien Intercreditor Agreement as Senior Secured Parties.

SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Representative Supplement shall become effective when the Designated Senior Representative shall have received a counterpart of this Representative Supplement that bears the signature of the New Representative. Delivery of an executed signature page to this Representative Supplement by facsimile transmission or other electronic method shall be effective as delivery of a manually signed counterpart of this Representative Supplement.

Annex IV-1

SECTION 4. Except as expressly supplemented hereby, the Junior Lien Intercreditor Agreement shall remain in full force and effect.

SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. In case any one or more of the provisions contained in this Representative Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in the Junior Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 8.12 of the Junior Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.

SECTION 8. The Issuer agrees to reimburse the Designated Senior Representative for its reasonable out-of-pocket expenses in connection with this Representative Supplement, including the reasonable fees, other charges and disbursements of counsel for the Designated Senior Representative as required by the applicable Senior Debt Documents.

Annex IV-2

IN WITNESS WHEREOF, the New Representative and the Designated Senior Representative have duly executed this Representative Supplement to the Junior Lien Intercreditor Agreement as of the day and year first above written.

[NAME OF NEW REPRESENTATIVE],
as [                    ] for the holders of [                    ]
By:
	Name:
	Title:
		Address for notices:
			Attention of:
			Telecopy:
[                    ],
as Designated Senior Representative
By:
	Name:
	Title:

Annex IV-3

Acknowledged by:
ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:
THE GRANTORS
LISTED ON SCHEDULE I HERETO
By:
	Name:
	Title:

Annex IV-4

Schedule I to the

Representative Supplement to the

Junior Lien Intercreditor Agreement

Grantors

Annex IV-5

Schedule I

Mortgaged Property

Address	Owner
15 Compound Drive Hutchinson, KS 67502 RENO COUNTY, KS	Collins Industries, Inc.
415 W. 6th Ave. South Hutchinson, KS 67505 RENO COUNTY, KS	Collins Industries, Inc.
10.6 acres (approx.) N. Jefferson Street South Hutchinson, KS (property is adjacent to 415 W. 6th Ave). RENO COUNTY, KS	Collins Bus Corporation
2735, 2737 and 2778 N. Forsyth Rd. Winter Park, FL 32792 ORANGE COUNTY, FL	Wheeled Coach Industries, Inc.
401 Capacity Drive Longview, TX 75604 GREGG COUNTY, TX	Capacity of Texas, Inc.
West Monroe Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
2709 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
2004 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
1903 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
1031 US 224 E Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1802 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.

Schedule I

Address	Owner
1803 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1410 / 1420 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1010 Commerce Drive Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1701 SW 37th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
1601 SW 37th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
2929 SW 57th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
3611 SW 20th Street Ocala, FL 34474 MARION COUNTY, FL	E-ONE, Inc.
3800 McDowell Road Grove City, OH 43123 FRANKLIN COUNTY, OH	Halcore Group, Inc.
331 Graham Road Imlay City, MI 48444-0158 LAPEER COUNTY, MI	Champion Bus, Inc.
9670 Galena Street Riverside, CA 92509 RIVERSIDE COUNTY, CA	ElDorado National (California), Inc.
1655 Wall Street Salina, KS 67401 SALINE COUNTY, KS	ELDORADO NATIONAL (KANSAS), INC.
25161 Leer Drive Elkhart, IN 46514 ELKHART COUNTY, IN	Goshen Coach Inc.
Lot 18 Park Six Court Elkhart, IN 46514 ELKHART COUNTY, IN	Goshen Coach Inc. (f/k/a GC Bus Acquisition Corp.)

Schedule I-2

EX-10.2

Exhibit 10.2

EXECUTION VERSION

REVOLVING CREDIT AND GUARANTY AGREEMENT

dated as of October 21, 2013

among

ALLIED SPECIALTY

VEHICLES, INC.,

as BORROWER,

CERTAIN OF ITS SUBSIDIARIES,

as GUARANTOR SUBSIDIARIES,

VARIOUS LENDERS,

ALLY COMMERCIAL FINANCE LLC,

as SYNDICATION AGENT,

RBS CITIZENS, NATIONAL ASSOCIATION,

as DOCUMENTATION AGENT,

DEUTSCHE BANK AG NEW YORK BRANCH,

as ADMINISTRATIVE AGENT and COLLATERAL AGENT

$150,000,000 Senior Secured Revolving Credit Facilities

DEUTSCHE BANK SECURITIES INC.,

ALLY COMMERCIAL FINANCE LLC and RBS CITIZENS, NATIONAL ASSOCIATION,

as JOINT BOOK RUNNING MANAGERS,

and

DEUTSCHE BANK SECURITIES INC. and

ALLY COMMERCIAL FINANCE LLC

as JOINT LEAD ARRANGERS

Table of Contents

		Page
Section 1	Definitions and Interpretation		1
1.1	Definitions		1
1.2	Accounting Terms		59
1.3	Certain Calculations		60
1.4	Interpretation, etc.		61
Section 2	Loans and Letters of Credit		62
2.1	Revolving Loans		62
2.2	Swing Line Loans		64
2.3	Issuance of Letters of Credit and Purchase of Participations Therein		67
2.4	Pro Rata Shares; Availability of Funds		74
2.5	Use of Proceeds		75
2.6	Evidence of Debt; Register; Lenders’ Books and Records; Notes		75
2.7	Interest on Loans		76
2.8	Conversion/Continuation		78
2.9	Default Interest		79
2.10	Fees		79
2.11	Scheduled Payments/Commitment Reductions		80
2.12	Voluntary Prepayments/Commitment Reductions		80
2.13	Mandatory Prepayments		81
2.14	Application of Prepayments/Reductions		82
2.15	General Provisions Regarding Payments		82
2.16	Ratable Sharing		84
2.17	Making or Maintaining Eurodollar Rate Loans		85
2.18	Increased Costs; Capital Adequacy		86
2.19	Taxes; Withholding, etc.		88
2.20	Obligation to Mitigate; Survival		92
2.21	Defaulting Lenders		92
2.22	Removal or Replacement of a Lender		93
2.23	Incremental Commitments		94
2.24	Extensions of Loans and Commitments		96
Section 3	Conditions Precedent		99
3.1	Closing Date		99
3.2	Conditions to Each Credit Extension		104
Section 4	Representations and Warranties		105
4.1	Organization; Requisite Power and Authority; Qualification		105
4.2	Capital Stock and Ownership		106
4.3	Due Authorization		106
4.4	No Conflict		106

(i)

Table of Contents

(continued)

		Page
4.5	Governmental Consents		107
4.6	Binding Obligation		107
4.7	Historical Financial Statements; Pro Forma Financial Statements		107
4.8	Projections		108
4.9	No Material Adverse Change		108
4.10	Adverse Proceedings, etc.		108
4.11	Payment of Taxes		108
4.12	Properties		108
4.13	Environmental Matters		109
4.14	No Defaults		110
4.15	Intellectual Property, etc.		110
4.16	Investment Company Act		110
4.17	Margin Stock		110
4.18	Employee Matters		110
4.19	Employee Benefit Plans		111
4.20	Security Interest in Collateral		111
4.21	Solvency		112
4.22	Compliance with Statutes, etc.		112
4.23	Disclosure		112
4.24	Subordination; Designation of the Credit Documents as “Designated Senior Indebtedness”; Etc.		112
4.25	Aggregate Borrowing Base Calculation		113
4.26	Insurance		113
4.27	Anti-Terrorism Law		113
4.28	Use of Proceeds		114
4.29	Franchises, etc		114
Section 5	Affirmative Covenants		114
5.1	Financial Statements and Other Reports		115
5.2	Existence		120
5.3	Payment of Taxes and Claims		120
5.4	Maintenance of Properties		121
5.5	Insurance		121
5.6	Books and Records; Inspections; Appraisals, etc		121
5.7	Lenders Meetings		122
5.8	Compliance with Laws		122
5.9	Environmental		122
5.10	Subsidiaries		124
5.11	Additional Material Real Estate Assets		125
5.12	Use of Proceeds		126
5.13	Further Assurances		126
5.14	Cash Management Systems		126
5.15	Landlords’ Agreements, Bailee Letters and Real Estate Purchases		128
5.16	[Reserved]		128
5.17	Real Estate Assets		128
5.18	Designation of Subsidiaries		131

(ii)

Table of Contents

(continued)

		Page
Section 6	Negative Covenants		132
6.1	Indebtedness		132
6.2	Liens		137
6.3	Equitable Lien		140
6.4	No Further Negative Pledges and Other Restrictions		140
6.5	Restricted Junior Payments		142
6.6	Restrictions on Subsidiary Distributions		143
6.7	Investments		145
6.8	Financial Covenants		147
6.9	Fundamental Changes; Disposition of Assets; Acquisitions		147
6.10	Issuance of Capital Stock		149
6.11	Transactions with Shareholders and Affiliates		149
6.12	Conduct of Business		150
6.13	Anti-Terrorism Law; Anti-Money Laundering; Embargoed Person; Foreign Corrupt Practices Act		150
6.14	Payments of Certain Other Debt; Amendments or Modifications of Organizational Documents and Certain Other Agreements		151
6.15	Amendments or Waivers with respect to Certain Indebtedness		152
6.16	Fiscal Year		153
6.17	No Other “Designated Senior Indebtedness”		153
Section 7	Guaranty		153
7.1	Guaranty of the Obligations		153
7.2	Contribution by Guarantor Subsidiaries		153
7.3	Payment by Guarantor Subsidiaries		155
7.4	Liability of Guarantor Subsidiaries Absolute		155
7.5	Waivers by Guarantor Subsidiaries		158
7.6	Guarantor Subsidiaries’ Rights of Subrogation, Contribution, etc.		159
7.7	Subordination of Other Obligations		160
7.8	Continuing Guaranty		161
7.9	Authority of Guarantor Subsidiaries or the Borrower		161
7.10	Financial Condition of the Borrower and Guarantor Subsidiaries		161
7.11	Bankruptcy, etc.		161
7.12	Release of Guarantor Subsidiaries		162
7.13	Limitation on Guaranteed Obligations		163
Section 8	Events of Default		164
8.1	Events of Default		164
8.2	Right to Cure		167

(iii)

Table of Contents

(continued)

		Page
Section 9	Agents		168
9.1	Appointment of Agents		168
9.2	Powers and Duties		169
9.3	General Immunity		169
9.4	Agents Entitled to Act as Lender		170
9.5	Lenders’ Representations, Warranties and Acknowledgment		170
9.6	Right to Indemnity		171
9.7	Successor Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank		171
9.8	Collateral Documents and Guaranty		173
9.9	Reliance		174
9.10	Holders		174
9.11	Delivery of Information		174
9.12	OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENTS; ETC.		175
Section 10	Miscellaneous		175
10.1	Notices		175
10.2	Expenses		175
10.3	Indemnity		177
10.4	Set Off		178
10.5	Amendments and Waivers		179
10.6	Successors and Assigns; Participations		182
10.7	Independence of Covenants		185
10.8	Survival of Representations, Warranties and Agreements		185
10.9	No Waiver; Remedies Cumulative		186
10.10	Marshalling; Payments Set Aside		186
10.11	Severability		186
10.12	Obligations Several; Independent Nature of the Lenders’ Rights		186
10.13	Headings		187
10.14	APPLICABLE LAW		187
10.15	CONSENT TO JURISDICTION		187
10.16	WAIVER OF JURY TRIAL		188
10.17	Confidentiality		188
10.18	Usury Savings Clause		189
10.19	Counterparts		190
10.20	Patriot Act		190
10.21	Effectiveness		190
10.22	Qualified Hedging Agreements		190
10.23	No Advisory or Fiduciary Responsibility		191

(iv)

APPENDICES
A	-	Commitments
B	-	Notice Addresses
SCHEDULES
1.1	-	Existing Floor Planning Programs
1.2	-	Permitted Foreign Accounts
2.3	-	Existing Letters of Credit
4.2	-	Capital Stock and Ownership
4.12	-	Real Estate Assets
4.19	-	Employee Benefits Plans
4.26	-	Insurance
5.14	-	Bank Accounts
5.17(a)	-	Closing Date Mortgaged Properties; Leasehold Properties
5.17(b)	-	Mortgaged Properties Under Construction
6.1	-	Existing Indebtedness
6.2	-	Existing Liens
6.7(h)	-	Existing Investments
6.7(q)	-	Existing Loans to Dealers
6.11	-	Certain Affiliate Transactions
EXHIBITS
A-1	-	Form of Funding Notice
A-2	-	Form of Conversion/Continuation Notice
A-3	-	Form of Issuance Notice
B-1	-	Form of Revolving Loan Note
B-2	-	Form of Swing Line Note
C	-	Form of Compliance Certificate
D	-	Form of Assignment Agreement
E	-	Certificate Re: Non-Bank Status
F-1	-	Form of Closing Date Certificate
F-2	-	Form of Solvency Certificate
G	-	Form of Counterpart Agreement
H	-	Form of Landlord Waiver and Consent Agreement
I	-	Form of Borrowing Base Certificate
J	-	Form of Incremental Commitment Agreement
K	-	Form of Intercreditor Agreement
L	-	Form of Pledge and Security Agreement

(v)

REVOLVING CREDIT AND GUARANTY AGREEMENT

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of October 21, 2013, is entered into by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1) party hereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers (collectively, “Joint Lead Arrangers”), DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION, (“RBS”), as Joint Book Running Managers (collectively, “Joint Book Running Managers”), Ally, as Syndication Agent (the “Syndication Agent”), RBS, as Documentation Agent (in such capacity, the “Documentation Agent”), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).

RECITALS:

WHEREAS, capitalized terms used in these recitals shall have the respective meanings set forth for such terms in Section 1.1;

WHEREAS, the Lenders have agreed to extend certain revolving credit facilities to the Borrower in an aggregate initial principal amount not to exceed $150,000,000 (as such amount may be increased pursuant to Section 2.23);

WHEREAS, the Borrower has agreed to secure all of its Revolving Obligations by granting to the Collateral Agent, for the benefit of Revolving Secured Parties, a First Priority Lien on its Revolving Priority Collateral and a Second Priority Lien on its Secured Notes Priority Collateral; and

WHEREAS, each Guarantor Subsidiary has agreed to guarantee the Revolving Obligations of the Borrower and to secure each Guarantor Subsidiary’s Guaranteed Obligations by granting to the Collateral Agent, for the benefit of Revolving Secured Parties, a First Priority Lien on its Revolving Priority Collateral and a Second Priority Lien on its Secured Notes Priority Collateral.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1     Definitions and Interpretation

1.1 Definitions.

The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Acceptable Floor Planning Program” means the floor planning programs of the Borrower or any of its Restricted Subsidiaries existing on the Closing Date and described on Schedule 1.1 and any floor planning program established after the Closing Date, in either case,

pursuant to which a financial institution reasonably acceptable to the Administrative Agent (each, a “Floor Plan Lender”) agrees to (i) finance the purchase of Inventory by the Borrower’s or any other Credit Party’s Dealers and (ii) pay to the Borrower or such other Credit Party for Accounts arising from sales of Inventory to such Dealers, in each case, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent.

“Acceptable Letter of Credit” means a standby letter of credit, in form and substance reasonably acceptable to the Administrative Agent and issued or confirmed by a bank that is organized under the laws of the United States or a State thereof, that is acceptable to the Administrative Agent, and that, if requested by the Administrative Agent, has been delivered to the Administrative Agent as additional Collateral.

“Account Debtor” means each Person who is obligated on an Account.

“Accounts” means, as to each Credit Party, all of such Credit Party’s “accounts” as defined in the UCC, whether now owned or hereafter acquired, including all present and future rights of such Credit Party to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with such a card.

“Acquisition” means the acquisition by the Borrower of Commercial Bus pursuant to the Acquisition Agreement.

“Acquisition Agreement” means that certain stock purchase agreement, dated as of July 27, 2013, by and between Seller and the Borrower.

“Additional Commitment Fee” as defined in Section 2.23(a).

“Additional Margin” as defined in Section 2.23(a).

“Additional Secured Note Indenture” means any trust indenture pursuant to which any Additional Secured Notes may be issued in accordance with the terms of this Agreement, as such indenture may be amended, restated, supplemented or modified from time to time in accordance with Section 6.15.

“Additional Secured Notes” as defined in Section 6.1(q).

“Additional Secured Notes Collateral Agent” means any collateral agent in respect of the Additional Secured Notes.

“Additional Secured Notes Documents” means, collectively, the Additional Secured Note Indenture, the Additional Secured Notes, the security documents granting Liens on the Collateral (subject to the terms of the Intercreditor Agreement) and the other documents, agreements and instruments (including purchase agreements) entered into in connection with the issuance of the Additional Secured Notes.

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“Additional Secured Notes Secured Parties” means the trustee for the Additional Secured Notes, the Additional Secured Notes Collateral Agent and the holders of the Additional Secured Notes in each case from time to time.

“Adjustable Applicable Commitment Fee Percentage” as defined in the definition of “Applicable Commitment Fee Percentage”.

“Adjustable Applicable Margins” as defined in the definition of “Applicable Margin”.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, and subject to availability, a variable rate of interest equal to: (x) (a) the rate of interest determined by the Administrative Agent at which deposits in Dollars are offered for the relevant Interest Period based on information presented on Reuters Screen LIBOR01 (or such other comparable or successor page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) as of 11:00 a.m. (London time) on the day which is two Business Days prior to the first day of such Interest Period, provided that, if at least two such offered rates appear on the Reuters Screen LIBOR01 (or such other comparable or successor page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) in respect of such Interest Period, the arithmetic mean of all such rates (as determined by the Administrative Agent) will be the rate used, or (b) if the rate under preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London time) on such Interest Rate Determination Date, divided by (y) a percentage equal to 100% minus the then stated maximum amount of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any members of the Federal Reserve System in respect of a Eurodollar Rate Loan or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

“Adjusted Net Worth” as defined in Section 7.2.

“Administrative Agent” as defined in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration (in each case, whether at law or in equity, or before or by any Governmental Authority, domestic or foreign) (including any Environmental Claims), whether or not purportedly on behalf of the Borrower or any of its Restricted Subsidiaries, and pending or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, threatened against or affecting the Borrower or any of its Restricted Subsidiaries or any property of the Borrower or any of its Restricted Subsidiaries.

“Affected Lender” as defined in Section 2.17(b).

“Affected Loans” as defined in Section 2.17(b).

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“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 5% or more of the Securities having ordinary voting power for the election of directors (or equivalent governing body) of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise; provided that no Agent, Lender, Lender Counterparty or Treasury Services Creditor shall be deemed to be an “Affiliate” of any Credit Party.

“Agent” means each Syndication Agent, Documentation Agent, the Administrative Agent and the Collateral Agent.

“Agent Advance” as defined in Section 2.1(c).

“Aggregate Amounts Due” as defined in Section 2.16.

“Aggregate Borrowing Base” means, as of any date of determination,

(i) during the period from the Closing Date to the earlier to occur of (x) the date that is 60 days after the Closing Date and (y) the date of delivery of the first Borrowing Base Certificate after the receipt by the Administrative Agent of the initial appraisals and collateral examinations pursuant to Section 5.1(m), an amount equal to the sum at such time of:

(a) the Receivables Borrowing Base at such time; plus

(b) the Inventory Borrowing Base at such time; minus

(c) any reserves (without duplication of any reserves implemented in the calculation of the foregoing amounts) established in accordance with the Existing Credit Agreement and in effect on the Closing Date or thereafter imposed or modified by the Administrative Agent in accordance with the Existing Credit Agreement;

provided that, during such period, (x) the definition of Receivables Borrowing Base referred to above shall be modified to include only 40% of the net book value of the Accounts of Commercial Bus and (y) the definition of Inventory Borrowing Base referred to above shall be modified to include only 25% of the net book value of the Inventory of Commercial Bus; and

(ii) thereafter, an amount equal to the sum at such time of:

(a) 85% of the Eligible Accounts of the Credit Parties at such time; plus

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(b) the lesser of (1) 70% of the Value of the Eligible Inventory of the Credit Parties at such time and (2) 85% of the appraised Net Orderly Liquidation Value of the Eligible Inventory of the Credit Parties at such time; plus

(c) 100% of Qualified Cash; minus

(d) the aggregate amount of Qualified Hedging Agreement Reserves at such time; minus

(e) any other Reserves established or required to be maintained by the Administrative Agent, in its Permitted Discretion, at such time;

provided that the Aggregate Borrowing Base shall be adjusted on a daily basis to reflect the aggregate amount under clause (ii)(c) above as of the open of business on each Business Day as verified by the Administrative Agent.

In addition, the Administrative Agent shall have the right, in its Permitted Discretion, from time to time to reduce any of the initial advance rates set forth in clauses (ii)(a), (ii)(b) and/or (ii)(c) above or increase any such reduced advance rates to a rate not exceeding such initial advance rates.

“Aggregate Deficit Amount” as defined in Section 7.2.

“Aggregate Excess Amount” as defined in Section 7.2.

“Agreement” means this Revolving Credit and Guaranty Agreement, dated as of October 21, 2013.

“AHYDO Catch-Up Payments” means payments that are intended to exclude a debt instrument from being treated as an “applicable high yield discount obligation” as defined in Section 163(i) of the Code.

“Ally” as defined in the preamble hereto.

“ALTA” as defined in Section 5.17(iii).

“Anti-Terrorism Laws” as defined in Section 4.27(a).

“Applicable Commitment Fee Percentage” initially means a percentage per annum equal to 0.250%. From and after each Start Date to and including the applicable End Date, the Applicable Commitment Fee Percentage (hereinafter, the “Adjustable Applicable Commitment Fee Percentage”) shall be that commitment percentage set forth below opposite the Historical Utilized Commitment for such Start Date, as determined by the Administrative Agent:

Level	Historical Utilized Commitment	Commitment Percentage
I	Less than 50% of the Total Commitment as then in effect		0.375	%
II	Greater than or equal to 50% of the Total Commitment as then in effect		0.250	%

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The Adjustable Applicable Commitment Fee Percentage so determined shall apply, except as set forth in the immediately succeeding sentence, from the relevant Start Date to and including the applicable End Date. Notwithstanding anything to the contrary contained above in this definition, (i) from and after the most recent Incremental Commitment Date for any Incremental Commitment Agreement pursuant to which the Applicable Commitment Fee Percentage and Adjustable Applicable Commitment Fee Percentage have been increased above the Applicable Commitment Fee Percentage and the Adjustable Applicable Commitment Fee Percentage in effect immediately prior to such Incremental Commitment Date, each of the Applicable Commitment Fee Percentage and the Adjustable Applicable Commitment Fee Percentage shall be increased to those respective percentages per annum set forth in the applicable Incremental Commitment Agreement and (ii) from and after the Extension, with respect to any Extended Commitments and Extended Loans, the Applicable Commitment Fee Percentage and Adjustable Applicable Commitment Fee Percentage specified for such Extended Commitments and Extended Loans shall be those set forth in the applicable definitive documentation thereof.

“Applicable Margin” initially means a percentage per annum equal to (i) in the case of Revolving Loans maintained as (A) Base Rate Loans, 0.75%, and (B) Eurodollar Rate Loans, 1.75%, and (ii) in the case of Swing Line Loans, 0.75%. From and after each Start Date (commencing with the Start Date that occurs after January 31, 2014) to and including the applicable End Date, the Applicable Margins for such Loans (hereinafter, the “Adjustable Applicable Margins”) shall be those set forth below opposite the Historical Excess Availability for such Start Date, as determined by the Administrative Agent:

Level	Historical Excess Availability	Revolving Loans Maintained as Eurodollar Rate Loans			Revolving Loans and Swing Line Loans Maintained as Base Rate Loans
I	Greater than 66.7% of the Total Commitment as then in effect		1.50	%		0.50	%
II	Less than or equal to 66.7% of the Total Commitment but greater than 33% of the Total Commitment as then in effect		1.75	%		0.75	%
III	Less than or equal to 33% of the Total Commitment as then in effect		2.00	%		1.00	%

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The Historical Excess Availability used in a determination of Adjustable Applicable Margins shall be determined by the Administrative Agent on or before the third Business Day following the last day of each Fiscal Quarter of each Fiscal Year and shall be communicated in writing by the Administrative Agent to the Borrower and the Lenders, which determination shall be conclusive and binding upon all parties hereto absent manifest error. The Adjustable Applicable Margins so determined shall apply, except as set forth in the immediately succeeding sentence, from the relevant Start Date to and including the applicable End Date. Notwithstanding anything to the contrary contained above in this definition, (i) at all times during which there shall exist any Specified Event of Default, the Adjustable Applicable Margins shall be maintained at Level III, (ii) from and after the most recent Incremental Commitment Date for any Incremental Commitment Agreement pursuant to which the Applicable Margins and Adjustable Applicable Margins have been increased above the Applicable Margins and the Adjustable Applicable Margins in effect immediately prior to such Incremental Commitment Date, each of the Applicable Margins and the Adjustable Applicable Margins shall be increased to those respective percentages per annum set forth in the applicable Incremental Commitment Agreement, and (iii) from and after the Extension, with respect to any Extended Loans, the Applicable Margins and Adjustable Applicable Margins specified for such Extended Loans shall be those specified in the applicable definitive documentation thereof.

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition (including by way of merger) to, or any exchange of property with, any Person (other than sales or other dispositions to any Credit Party), in one transaction or a series of transactions, of all or any part of the Borrower’s or any of its Restricted Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including the Capital Stock of any of the Borrower’s Subsidiaries, other than (i) inventory and uneconomic, damaged, obsolete or worn-out assets sold, licensed, leased, transferred or otherwise disposed of in the ordinary course of business, (ii) sales, licenses, leases, transfers or other dispositions of inventory, products or accounts receivable in the ordinary course of business, (iii) sales, licenses, leases, transfers or other dispositions of other assets for aggregate consideration of less than $5,000,000 during any Fiscal Year, (iv) sales, licenses, leases, transfers or other dispositions permitted pursuant to Section 6.9(b)(iv), (v) dispositions of assets subject to

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an event giving rise to a Recovery Event, (vi) dispositions of cash or Cash Equivalents in the ordinary course of business and (vii) the licensing of intellectual property in the ordinary course of business. An “Asset Sale” under this Agreement also shall include any “Asset Sale” (or similar term) under, and as defined in, the Secured Note Indenture, any Unsecured Acquisition Debt Documents, any Additional Secured Note Indenture or the Refinancing Secured Note Indenture.

“Asset Sale Proceeds Account” means one or more deposit accounts or securities accounts holding the proceeds of any sale or other disposition of any Secured Notes Priority Collateral (and only such Collateral) that are required to be held in such account pursuant to the terms of the Secured Note Indenture, any Additional Secured Note Indenture and/or the Refinancing Secured Note Indenture (which accounts and the amounts on deposit therein also shall be held for the benefit of the Revolving Secured Parties and will be subject to the terms of the Intercreditor Agreement).

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments, modifications and/or supplements from time to time as may be approved by the Administrative Agent.

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer, treasurer or controller.

“Back-Stop Arrangements” means, collectively, Letter of Credit Back-Stop Arrangements and Swing Line Back-Stop Arrangements.

“Bank Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (i) the Prime Lending Rate in effect on such day, (ii) the Federal Funds Effective Rate in effect on such day plus  ¹⁄₂ of 1% and (iii) the Adjusted Eurodollar Rate, as determined for an Interest Period of one month commencing on such date, plus 1%. For purposes of this definition, the Adjusted Eurodollar Rate shall be determined using the Adjusted Eurodollar Rate as otherwise determined by the Administrative Agent in accordance with the definition of Adjusted Eurodollar Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, the Adjusted Eurodollar Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such day. Any change in the Base Rate due to a change in the Prime Lending Rate, the Federal Funds Effective Rate or such Adjusted Eurodollar Rate shall be effective on the effective day of such change in the Prime Lending Rate, the Federal Funds Effective Rate or such Adjusted Eurodollar Rate, respectively.

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“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, each Issuing Bank, each Lender, each Lender Counterparty, each Treasury Services Creditor and each Indemnitee.

“Borrower” as defined in the preamble hereto.

“Borrowing Base Certificate” means a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit I, with such amendments, modifications and/or supplements to form and presentation as the Administrative Agent may reasonably request from time to time to reflect changes to the Aggregate Borrowing Base in accordance with the definition thereof and the definitions of Eligible Accounts and Eligible Inventory, as delivered by the Borrower pursuant to Section 5.1(l); provided, however, that, during the period from the Closing Date to the earlier to occur of (x) the date that is 60 days after the Closing Date and (y) the date of delivery of the first Borrowing Base Certificate after the Administrative Agent’s receipt of the appraisal and collateral examination pursuant to Section 5.1(m), “Borrowing Base Certificate” means a borrowing base certificate based on the form thereof from the Borrower’s Existing Credit Agreement as modified to reflect the formulation of the Aggregate Borrowing Base pursuant to clause (i) of the definition thereof.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” means any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capacity” means Capacity of Texas, Inc., a Texas corporation.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Captive Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).

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“Cash Balances” means, as of any date of determination, with respect to any Person, the sum of all of cash on hand and Cash Equivalents held by such Person, but excluding cash on deposit in any Excluded Accounts.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) any repurchase agreements with a term of not more than seven days entered into by any Person with a bank or trust company (including any of the Lenders) having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations; (v) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that has Tier 1 capital (as defined in the regulations of its primary Federal banking regulator) of not less than $100,000,000; (vi) shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s; and (vii) in the case of Foreign Restricted Subsidiaries of the Borrower only, instruments equivalent to those referred to in clauses (i) through (vi) above denominated in a foreign currency, which are substantially equivalent in credit quality and tenor to those referred to above and customarily used by businesses for short term cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Foreign Restricted Subsidiary of the Borrower organized in such jurisdiction.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same has been amended and may hereafter be amended from time to time, 42 U.S.C. § 9601 et seq.

“Change of Control” means, at any time:

(i) at any time prior to the consummation of a Qualifying IPO, the Sponsor shall cease to beneficially own and control at least a majority on a fully diluted basis of the economic and voting interests in the Capital Stock of the Borrower;

(ii) at any time on or after the consummation of a Qualifying IPO, any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act), other than the Sponsor, (a) shall have acquired beneficial ownership of 35% or

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more on a fully diluted basis of the voting and/or economic interest in the Capital Stock of the Borrower or (b) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of the Borrower;

(iii) at any time on or after the consummation of a Qualifying IPO, the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of the Borrower ceases to be occupied by Persons who either (a) were members of the board of directors of the Borrower on the Closing Date or (b) were nominated for election by the Sponsor or the board of directors of the Borrower a majority of whom were directors on the Closing Date or whose election or nomination for election was previously approved by the Sponsor or a majority of such directors; or

(iv) any “change of control” or similar event shall occur under the Secured Notes, any Unsecured Acquisition Debt, any Additional Secured Notes, the Refinancing Secured Notes, or any Qualified Seller Subordinated Debt that require the Borrower or any of its Restricted Subsidiaries to tender for or otherwise give rise to an accelerated repayment of the Secured Notes, any Unsecured Acquisition Debt, any Additional Secured Notes, the Refinancing Secured Notes or any Qualified Seller Subordinated Debt or would constitute an “event of default” thereunder (although no “change of control” or similar event shall be deemed to occur under this sub-clause (iv) with respect to any Qualified Seller Subordinated Debt unless the aggregate principal amount of all such Qualified Seller Subordinated Debt pursuant to which any such “change of control” or similar event shall have occurred equals or exceeds $10,000,000).

“Closing Date” means the first date on which the conditions precedent set forth in Section 3.1 are satisfied or waived in accordance with the terms hereof.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit E-1.

“Closing Date Mortgaged Property” as defined in Section 5.17(i).

“Code” means the U.S. Internal Revenue Code of 1986 and the regulations promulgated thereunder. Section references to the Code are to the Code as in effect at the date of this Agreement and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” means, collectively, the Revolving Priority Collateral and the Secured Notes Priority Collateral.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, the IP Security Agreements, the Control Agreements, the Landlord Personal Property Collateral Access Agreements, if any, the Intercreditor Agreement and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to, or purporting to, (a) grant to the Collateral Agent, for the

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benefit of Revolving Secured Parties, a Lien on any real, personal or mixed property of that Credit Party as security for the Revolving Obligations and/or (b) perfect such Liens; provided, that any cash collateral or other agreements entered into pursuant to the Back-Stop Arrangements shall constitute “Collateral Documents” solely for purposes of (x) Section 6.1(a) and (y) the term “Credit Documents” as used in Sections 4.4, 6.2(a) and 10.2.

“Commercial Bus” means, collectively, Champion Bus, Inc., a Delaware corporation, General Coach America, Inc., a Delaware corporation, Goshen Coach, Inc., a Indiana corporation, ElDorado National (California), Inc., a California corporation, and ELDORADO NATIONAL (KANSAS), INC., a Kansas corporation.

“Commercial Bus Material Adverse Effect” means a “Material Adverse Effect” as defined in the Acquisition Agreement.

“Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Commitment is set forth on Appendix A, in the Incremental Commitment Agreements or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. In addition, the Commitment of each Lender shall include, subject to the consent of such Lender, any Extended Commitment of such Lender.

“Commodities Agreement” means any commodity agreement or other similar agreement or arrangement designed to protect against fluctuations in commodity prices.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

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

“Compliance Period” means any period (x) commencing on the date on which Excess Availability is less than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000 and (y) ending on the first date thereafter on which Excess Availability has been equal to or greater than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000 in either case for thirty consecutive days.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for the Borrower and its Restricted Subsidiaries on a consolidated basis equal to:

(i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for Tax on the overall net income of the Borrower and its Restricted Subsidiaries, (d) total depreciation expense, (e) total amortization expense, (f) other non-cash items, but excluding any amortization of a prepaid cash item that was paid in a prior period;

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provided that if any non-cash item referred to in this clause (f) represents an accrual or reserve for a potential cash item in any future period, (x) the Borrower may elect not to add-back such non-cash item in the current period and (y) to the extent the Borrower elects to add-back such non-cash item, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA in such future period to such extent paid, (g) management fees and expenses permitted by Section 6.5(b), (h) Transaction Costs, (i) transaction costs relating to Permitted Acquisitions and non-ordinary course Investments and dispositions permitted under this Agreement, and non-recurring fees, cash charges and other cash expenses incurred in connection with the issuance of Capital Stock of the Borrower or non-ordinary course Indebtedness or the extinguishment of Indebtedness or redemption, retirement or acquisition of Capital Stock of the Borrower, in each case to the extent permitted under this Agreement and in an aggregate amount for all add-backs pursuant to this sub-clause (i) not to exceed $2,500,000 in any Fiscal Year, (j) Restructuring Charges in an aggregate amount not to exceed 10% of Consolidated Adjusted EBITDA for such period (calculated prior to giving effect to this clause (j)), (k) cash expenses or losses incurred by the Borrower or any of its Restricted Subsidiaries to the extent insurance proceeds with respect thereto have been received by the Borrower or such Restricted Subsidiary in cash and were not included in determining Consolidated Net Income, (l) cash expenses or losses incurred by the Borrower or any of its Restricted Subsidiaries to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition or a sale, disposition or other transaction permitted under this Agreement and such indemnification proceeds have been received by the Borrower or such Restricted Subsidiary in cash and were not included in determining Consolidated Net Income, and (m) without duplication, for those fiscal periods completed prior to the Closing Date, all adjustments to “EBITDA” for such period used to calculate “Pro Forma Adjusted EBITDA” for such period as disclosed in the offering memorandum dated October 16, 2013 distributed in connection with the initial offer and sale of the Secured Notes under the section thereof titled “Offering Memorandum Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data”; provided that, in the case of preceding clauses (b) through (m), such items (x) shall only be added back to the extent included or deducted in determining Consolidated Net Income for such period and (y) shall not be added back to the extent applicable to Persons whose income (or losses) are not included in Consolidated Net Income pursuant to clause (ii) of the definition thereof); minus

(ii) non-cash items increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the accrual of revenue or the reversal of reserves taken in any prior period for a potential cash item that was not previously added back in the calculation of Consolidated Adjusted EBITDA during a prior period).

“Consolidated Capital Expenditures” means, for any period, the aggregate amount of all expenditures of the Borrower and its Restricted Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or required to be included in “purchase of property and equipment” reflected in the consolidated statement of cash flows of the Borrower and its Restricted Subsidiaries (including, without duplication, the principal

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amount of all rental obligations attributable thereto incurred by the Borrower and its Restricted Subsidiaries under Capital Leases), excluding (i) the purchase price of Permitted Acquisitions, (ii) the amount of Investments (to the extent otherwise constituting Consolidated Capital Expenditures) made under Section 6.7(i) and (iii) purchases made with the proceeds of Asset Sales permitted under Section 6.9 or insurance coverage or condemnation proceeds.

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in cash.

“Consolidated Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for the Borrower and its Restricted Subsidiaries on a consolidated basis equal to: (i) Consolidated Cash Interest Expense (including, for this purpose, any cash interest expense in respect of Indebtedness of another Person that is guaranteed by the Borrower or any of its Restricted Subsidiaries); and (ii) scheduled payments of principal on Indebtedness.

“Consolidated Interest Expense” means, for any period, the sum of, without duplication, total interest expense calculated in accordance with GAAP (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of the Borrower and its Restricted Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and net costs under Hedging Agreements for such period (in each case calculated without regard to any limitations on payment thereof).

“Consolidated Net Income” means, for any period:

(i) the net income (or loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, excluding

(ii) (a) the income (or loss) of any Person (other than a Restricted Subsidiary of the Borrower but including an Unrestricted Subsidiary) in which any other Person (other than the Borrower or any of its Restricted Subsidiaries) has an interest, except to the extent of the amount of cash dividends or other cash distributions actually paid to the Borrower or any of its Restricted Subsidiaries by such Person in respect of such income during such period (or, in the case of a loss, the amount of such loss to the extent such loss has been funded with cash by the Borrower or any of its Restricted Subsidiaries during such period), (b) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated Adjusted EBITDA on a pro forma basis in accordance with Section 1.3), (c) any after-tax gains or losses attributable to Asset Sales, insurance or condemnation payments or returned surplus assets of any Pension Plan, (d) the effects of adjustments (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant

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to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue, earn-out obligations and debt line items thereof) resulting from the application of purchase accounting, (e) any income (or loss) from the early extinguishment or conversion of Indebtedness, (f) any net unrealized gain or loss (after any offset) resulting from obligations under any Hedging Agreements or other derivative instruments and the application of ASC 815 and (g) (to the extent not included in clauses (a) through (f) above) any net extraordinary gains or net extraordinary losses.

“Consolidated Total Debt” means, as at any date of determination, the remainder of (A) the sum of, without duplication, (i) the aggregate stated balance sheet amount of all Indebtedness of the Borrower and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP (other than Indebtedness arising under clauses (vi) and (viii) of the definition thereof), (ii) the aggregate amount of all non-contingent reimbursement obligations of the Borrower and its Restricted Subsidiaries in respect of drawn letters of credit, bank acceptances, bank guarantees and similar arrangements, (iii) the amount of all obligations of any third Person of the type referred to in preceding clauses (i) and (ii) of this definition secured by any Lien on any property or asset owned or held by the Borrower or any of its Restricted Subsidiaries regardless of whether the obligations secured thereby shall have been assumed by the Borrower or any of its Restricted Subsidiaries or is non-recourse to the credit of the Borrower or any of its Restricted Subsidiaries, and (iv) the amount of all Contingent Obligations of the Borrower and its Restricted Subsidiaries in respect of the obligations of any third Person of the type referred to in preceding clauses (i) and (ii) of this definition minus (B) the sum of (i) the aggregate amount of all Unrestricted cash and Cash Equivalents on hand at the Borrower and the Guarantor Subsidiaries and (ii) the aggregate amount of all Unrestricted cash and Cash Equivalents on hand at non-Guarantor Subsidiaries of the Borrower in an amount not to exceed the amount of Indebtedness of such non-Guarantor Subsidiary which is included in the calculation of Consolidated Total Debt.

“Contingent Obligation” means, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

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“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Contribution Percentage” as defined in Section 7.2.

“Control Agreements” means each control agreement executed and delivered by the Collateral Agent for the benefit of the Revolving Secured Parties, a securities intermediary or depositary bank and the applicable Credit Party on the Closing Date and each control agreement to be executed and delivered by the Collateral Agent, a securities intermediary or depositary bank and the applicable Credit Party after the Closing Date pursuant to the terms of this Agreement and the Pledge and Security Agreement, in each case, in form and substance reasonably satisfactory to the Collateral Agent and with such amendments, modifications and/or supplements as the Collateral Agent may reasonably request or approve.

“Control Investment Affiliate” means, with respect to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies but excluding, for the avoidance of doubt, any portfolio companies of such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Controlled Accounts” means each Bank Account established at a Specified Bank subject to a Control Agreement into which funds shall be transferred as provided in Section 5.14.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Core Concentration Account” as defined in Section 5.14(b).

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit G delivered by a Credit Party pursuant to Section 5.10.

“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, each Incremental Commitment Agreement, each Counterpart Agreement, any documents or certificates executed by the Borrower or any Guarantor Subsidiary in favor of any Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, any Issuing Bank or any Lender in connection herewith (in each case as such documents, instruments or agreements may be amended, restated, supplemented or otherwise modified from time to time).

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“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Party” means the Borrower and each Guarantor Subsidiary.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with the Borrower’s and its Restricted Subsidiaries’ operations.

“Customer” means the account debtor with respect to any account and/or prospective purchaser of goods, services or both with respect to any contract or contract right, and/or any party who enters into or proposes to enter into any contract or other arrangement with any Credit Party, pursuant to which such Credit Party is to sell any personal property or perform any services.

“DBNY” as defined in the preamble hereto.

“DBSI” as defined in the preamble hereto.

“Dealer” means any Person that has entered into a dealer sales and service agreement or other similar agreement with a Credit Party.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means any Lender with respect to which a Lender Default is in effect.

“Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 12 consecutive months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to the Borrower’s and each Guarantor Subsidiary’s Accounts during such period (excluding, at the sole discretion of the Administrative Agent, any extraordinary, non-recurring items), by (b) the Borrower’s and each Guarantor Subsidiary’s billings with respect to their Accounts during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by one (1) percentage point (1.00%) for each percentage point by which Dilution is in excess of 5.00%.

“Documentation Agent” as defined in the preamble hereto.

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

“Domestic Restricted Subsidiary” means any Domestic Subsidiary that is a Restricted Subsidiary.

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

“Dominion Period” means any period (x) commencing on the date on which Excess Availability is less than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000, in either case for five consecutive Business Days and (y) ending on the first date thereafter on which Excess Availability has been greater than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000 in either case for thirty consecutive days.

“E-One” means E-ONE, Inc., a Delaware corporation.

“Earn-Out Obligations” means obligations of the Borrower or any of its Restricted Subsidiaries in respect of “earn-outs”, non-compete or other similar obligations (whether based on revenue or otherwise) arising from a Permitted Acquisition and payable to the seller or sellers thereof.

“Eligible Accounts” means, as at any date of determination, the aggregate amount of all Accounts (including all Finished Goods Accrued Accounts and Floor Plan Accounts) of the Credit Parties (excluding any Foreign Subsidiaries that are Guarantor Subsidiaries) that the Administrative Agent, in its reasonable credit judgment, deems to be eligible for borrowing purposes. Without limiting the generality of the foregoing, the following Accounts of such Credit Parties are not Eligible Accounts:

(i) Accounts which do not consist of accounts receivable and contract receivables, each owed to and owned by a Credit Party arising or resulting from the sale of goods or the rendering of services by such Credit Party;

(ii) Accounts which, at the date of issuance of the respective invoice therefor, were payable (x) in the case of Accounts of the Credit Parties (other than Accounts of Capacity), more than 60 days after the date of issuance and (y) in the case of Accounts of Capacity, more than 90 days after the date of issuance;

(iii) Accounts which remain unpaid (x) in the case of Accounts of the Credit Parties (other than Accounts of Capacity), for more than 60 days after the due date specified in the original invoice or for more than 90 days after invoice date and (y) in the case of Accounts of Capacity, for more than 90 days after the due date specified in the original invoice or for more than 120 days after invoice date;

(iv) Accounts which are otherwise eligible with respect to which the Person obligated on such Account is owed a credit by a Credit Party (unless such Person has executed an agreement in favor of the Administrative Agent and in form and substance satisfactory to the Administrative Agent waiving any right of set-off or other rights with respect to such credit), but only to the extent of such credit;

(v) Accounts due from a Person whose principal place of business is located outside the United States or Canada, unless (x) such Account is backed by an

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Acceptable Letter of Credit or (y) such Person is disclosed on Schedule 1.2 (as same may be updated from time to time with the consent of the Administrative Agent) and such Account is otherwise satisfactory to the Administrative Agent, in its sole discretion, provided that any Account permitted under this sub-clause (y) may be deemed eligible by the Administrative Agent (in its sole discretion) even if such Account does not meet the requirements set forth in sub-clauses (ii) and (iii) of this definition, so long as any such Account does not remain unpaid for more than 120 days after the invoice date;

(vi) Accounts due from a Person which the Administrative Agent has notified the Borrower does not have a satisfactory credit standing;

(vii) Accounts in excess of an aggregate face amount of $20,000,000 with respect to which the Account Debtor or the Person obligated with respect thereto is the United States, any state or any municipality, or any department, agency or instrumentality thereof, unless the applicable Credit Party has, with respect to such Account, complied with the Federal Assignment of Claims Act of 1940 as amended (31 U.S.C. Section 3727 et seq.) or any applicable statute or municipal ordinance of similar purpose and effect;

(viii) Accounts in excess of an aggregate face amount of $10,000,000 with respect to which the Account Debtor or the Person obligated with respect thereto is organized or located in Canada, any province, state or any municipality, or any department, agency or instrumentality thereof;

(ix) Accounts with respect to which the Person obligated is an Affiliate of a Credit Party or a director, officer, agent, stockholder, member or employee of a Credit Party or any of their Affiliates;

(x) Accounts due from a Person if more than fifty percent (50%) of the aggregate amount of Accounts of such Person are ineligible as a result of the application of sub-clause (iii) of this definition;

(xi) Accounts with respect to which there is any unresolved dispute with the respective Account Debtor or the Person obligated on such Account (but only to the extent of such dispute);

(xii) Accounts evidenced by an instrument or chattel paper;

(xiii) Accounts with respect to which the Collateral Agent, on behalf of itself and the other Revolving Secured Parties, does not have a valid, First Priority perfected security interest;

(xiv) Accounts subject to any Lien except those (x) in favor of the Collateral Agent, for the benefit of itself and the Secured Parties and (y) in favor of the Secured Notes Collateral Agent and/or the Additional Secured Notes Collateral Agent, so long as such Liens are subject to the Intercreditor Agreement;

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(xv) Accounts with respect to which the Account Debtor or the Person obligated on the Account is the subject of any bankruptcy or other insolvency proceeding;

(xvi) Accounts due from a Person to the extent that such Accounts exceed in the aggregate an amount equal to twenty percent (20%) of the aggregate of all Accounts due to the Credit Parties at said date, but only to the extent of such excess over twenty percent (20%);

(xvii) Accounts with respect to which the obligation to pay is conditional or subject to a repurchase obligation (excluding any repurchase obligation arising under (x) any repurchase agreement entered into by the Borrower in connection with an Acceptable Floor Planning Program or (y) repurchase obligations arising under Applicable Law in favor of the respective Credit Party’s Dealers, but in either case, only to the extent such Floor Plan Lender or Dealer, as applicable, has not exercised the right to cause such Credit Party to repurchase any vehicle) or right to return or with respect to which the goods or services giving rise to such Accounts have not been delivered (or performed, as applicable) and accepted by the Account Debtor or the Person obligated on such Account, including progress billings, bill and hold sales, guarantied sales, sale or return transactions, sales on approval or consignments;

(xviii) Accounts which arise from the performance of services, unless such services have been fully rendered and do not relate to any warranty claim or obligation;

(xix) Accounts with respect to which the Account Debtor has made a deposit with a Credit Party, but only to the extent of such deposit (including any interest thereon); provided that, for the avoidance of doubt, to the extent a deposit has been made by an Account Debtor and such deposit has been netted from the amount of the Accounts of such Account Debtor included in “Eligible Accounts” such amount shall not also be reduced from the calculation of the value of “Eligible Inventory”;

(xx) Rebate Accounts;

(xxi) Accounts consisting of pre-paid commissions from Dealers;

(xxii) Accounts with respect to which the Account Debtor or the Person obligated on Account is a creditor of a Credit Party or a Restricted Subsidiary thereof (unless such Person has executed an agreement in favor of the Collateral Agent and in form and substance satisfactory to the Collateral Agent waiving any right of off-set or other rights with respect to amounts owed to such Person by such Credit Party or Restricted Subsidiary thereof); provided, however, that any such Account shall only be ineligible as to that portion of such Account which is less than or equal to the amount owed by such Credit Party or Restricted Subsidiary thereof to such Person;

(xxiii) Accounts arising from cash-on-delivery sales;

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(xxiv) Accounts including an accrual of any taxes, including sales tax, use tax, excise tax or similar taxes, but only to the extent of such accrual;

(xxv) Accounts representing any Inventory that has been, or for which a Credit Party has received or has delivered, as applicable, notice that such Inventory will be, returned, rejected or repossessed.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund with respect to a Lender (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, financial institution, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of activities; provided, none of the Borrower, the Sponsor or any Affiliate of the Borrower or the Sponsor or any Defaulting Lender shall be an Eligible Assignee.

“Eligible Inventory” means, as at any date of determination, the Value (net of freight and net of any amounts payable with respect to chassis, taxes, standard cost overstatements, intercompany profit and similar costs) of all Inventory owned by the Credit Parties and located in the United States that the Administrative Agent, in its reasonable credit judgment, deems to be eligible for borrowing purposes. Without limiting the generality of the foregoing, the following Inventory of the Credit Parties is not Eligible Inventory:

(i) finished goods which do not meet the specifications of the purchase order for such goods;

(ii) Inventory which the Administrative Agent determines is unacceptable for borrowing purposes due to age, quality, type, category and/or quantity, including without limitation, Inventory which is obsolete or chassis that have been owned by a Credit Party for more than 18 months;

(iii) packaging, shipping materials or supplies consumed in the respective Credit Party’s business;

(iv) Inventory with respect to which the Collateral Agent, on behalf of itself and the Secured Parties, does not have a valid, First Priority perfected security interest (including to the extent any Inventory is subject to a certificate of title statute, that the Collateral Agent’s Lien has been noted on such certificate of title);

(v) Inventory with respect to which there exists any Lien in favor of any Person other than the (x) the Collateral Agent, on behalf of itself and the other Secured Parties and (y) the Secured Notes Collateral Agent and/or the Additional Secured Notes Collateral Agent, so long as such Liens are subject to the Intercreditor Agreement;

(vi) Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called “hot goods” provisions contained in Title 29 U.S.C. 215(a)(i) or any replacement statute;

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(vii) Inventory located at a vendor’s location or with a consignee (excluding any such Inventory under the control of a vendor or consignee with which the Collateral Agent has received a satisfactory access agreement); provided that in any event Inventory in possession of a vendor or consignee will be ineligible if such third party is in possession of less than $100,000 of Inventory;

(viii) Inventory located with a warehouseman, bailee, processor, Dealer or similar third party, unless such Person has executed a waiver of interest reasonably satisfactory to the Administrative Agent; provided that in any event Inventory in possession of a third party will be ineligible if such third party is in possession of less than $100,000 of Inventory;

(ix) unless otherwise agreed to by the Administrative Agent, Inventory in any location leased by a Credit Party for which the Collateral Agent has not received a Landlord Personal Property Collateral Access Agreement from each lessor and sublessor, if applicable, of such location;

(x) with respect to any chassis or other Inventory subject to a document of title, the respective Credit Party is not in possession of a manufacturer’s statement or origin, certificate of origin or other document of title issued in its name with respect to such chassis or other Inventory;

(xi) licensed Inventory, unless (i) a Credit Party is the owner of such license, or (ii) a consent, in form and substance satisfactory to the Administrative Agent, has been obtained from the licensor of such license with respect to the Collateral Agent’s security interest in such Inventory;

(xii) Inventory subject to a customer deposit, but only to the extent of such customer deposit (including any interest that may accrue thereon);

(xiii) leased Inventory; or

(xiv) finished goods Inventory that is the subject of an Eligible Account as a result of the definition of Finished Goods Accrued Accounts.

“Embargoed Person” as defined in Section 6.13(c).

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or, within the preceding six years was, sponsored, maintained or contributed to by, or required to be contributed by, the Borrower or any of its Restricted Subsidiaries or any of their respective ERISA Affiliates.

“End Date” means, in respect of any Start Date, (a) for the purpose of the definition of Applicable Commitment Fee Percentage, the last day of the Fiscal Quarter in which such Start Date occurred, and (b) for the purposes of the definition of Applicable Margin, the second Business Day immediately following the last day of the Fiscal Quarter in which such Start Date occurred.

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“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order (including consent orders) or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all foreign or domestic, federal or state (or any subdivision of either of them) or local statutes, laws (including the common law), ordinances, orders (including consent orders), rules, regulations, judgments, treaties, Governmental Authorizations, or any other requirements of Governmental Authorities relating to or imposing standards of conduct concerning: (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the Release, generation, use, storage, transportation or disposal of, or exposure to, Hazardous Materials; (iii) industrial hygiene, occupational safety and health; (iv) natural resources or natural resource damages; (v) land use; or (vi) the protection of human, plant or animal health or welfare, in any manner applicable to the Borrower or any of its Restricted Subsidiaries or any Facility.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means each “person” (as defined in Section 3(9) of ERISA) which together with the Borrower or a Restricted Subsidiary of the Borrower would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code, and for the purpose of Section 302 of ERISA and/or Section 412, 4971, 4977 and/or each “applicable section” under Section 414(t)(2) of the Code, within the meaning of Section 414(b), (c), (m) or (o) of the Code. Any former ERISA Affiliate of the Borrower or any of its Restricted Subsidiaries shall continue to be considered an ERISA Affiliate of the Borrower or any such Restricted Subsidiaries within the meaning of this definition only to the extent that the Borrower or such Restricted Subsidiary is reasonably expected to have any liability with respect thereto under the Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043); (ii) the failure to meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to the Borrower, any of its Restricted Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which is reasonably likely to constitute grounds under ERISA for the termination of, or

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the appointment by PBGC of a trustee to administer, any Pension Plan; (vi) the imposition of liability on the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, or the receipt of any notice that a Multiemployer Plan is in endangered or critical status under Section 432 of the Code or Section 305 of ERISA; (viii) a Pension Plan has an Unfunded Current Liability which, when added to the aggregate amount of Unfunded Current Liabilities with respect to all other Pension Plans, exceeds the aggregate Unfunded Current Liabilities existing on the Closing Date by $2,500,000 or more; (ix) the failure to operate each group health plan (as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal Regulations Section 160.103) which covers or has covered employees or former employees of the Borrower or any of its Restricted Subsidiaries, or any ERISA Affiliate in compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code and the regulations promulgated thereunder; (x) the occurrence of an act or omission which could give rise to the imposition on the Borrower or any of its Restricted Subsidiaries of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Section 409, 502(c), (i) or (l), 515, 4201, 4204 or Section 4071 of ERISA in respect of any Employee Benefit Plan; (xi) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code; (xii) the imposition of a Lien pursuant to Section 430(k) or 436(f) of the Code or pursuant to ERISA with respect to any Pension Plan; or (xiii) a determination that any Pension Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA.

“Eurodollar Rate Loan” means a Revolving Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Excess Availability” means, at any time, the amount by which (x) the lesser of (A) the Total Commitment at such time and (B) the Aggregate Borrowing Base at such time exceeds (y) the Total Utilization of Revolving Commitments at such time.

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Accounts” means (w) any disbursement deposit account (i) the funds in which are used solely for the payment of salaries and wages, employee benefits, workers’ compensation and similar expenses or (ii) that is a zero balance account, (x) all Bank Accounts established (or otherwise maintained) by the Borrower or any of the other Credit Parties which are funded by, or on behalf or for the benefit of, employees of the Borrower or any of its

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Restricted Subsidiaries and are to be maintained exclusively for the benefit, directly or indirectly, of such employees (including Bank Accounts which are employer funded pension accounts for employees and accounts established to pay taxes for and on behalf of employee tax liabilities), (y) all other Bank Accounts established (or otherwise maintained) by the Borrower or any of the other Credit Parties (excluding Controlled Accounts and the Core Concentration Account) that do not have cash balances at any time exceeding $1,000,000 in the aggregate for all such other Bank Accounts and (z) the Asset Sale Proceeds Account.

“Excluded Subsidiary” means (i) any direct or indirect Foreign Subsidiary of the Borrower, (ii) any wholly-owned Domestic Subsidiary of the Borrower that is treated as a partnership or a disregarded entity for United States income tax purposes if all of its assets (other than an immaterial portion thereof) consist of equity (as determined for United States income tax purposes) of one or more Foreign Subsidiaries of the Borrower, (iii) any wholly-owned Domestic Subsidiary of a Foreign Subsidiary of the Borrower (other than a Foreign Subsidiary that is disregarded as a separate entity for United States income tax purposes), (iv) any Subsidiary of a Person described in the foregoing clauses (i), (ii) and (iii), (v) any Immaterial Subsidiary, (vi) any Captive Insurance Subsidiary or other wholly-owned Domestic Subsidiary of the Borrower to the extent that the entering into by that Subsidiary of the Guaranty is prohibited by applicable law or by any Contractual Obligation existing on the Closing Date or at the time such Subsidiary becomes a Subsidiary (provided that such Contractual Obligation is not entered into in contemplation of such Subsidiary becoming a Subsidiary) (including any requirement to obtain the consent of a Governmental Authority or other third party other than a Credit Party, a Subsidiary thereof, the Sponsor or any Affiliate thereof) and (vii) any Unrestricted Subsidiary; provided that, notwithstanding the foregoing, if any Domestic Subsidiary described in preceding clauses (i) through (vii) becomes (or is required to become) a guarantor or obligor in respect of any Secured Notes, any Additional Secured Notes, any Refinancing Secured Notes or any Unsecured Acquisition Debt, then such Domestic Subsidiary shall cease to constitute an Excluded Subsidiary hereunder and shall take all actions otherwise required to be taken by a Domestic Subsidiary pursuant to Sections 5.10 and 5.11.

“Excluded Swap Obligation” means, with respect to any Guarantor Subsidiary, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor Subsidiary of, or the grant by such Guarantor Subsidiary of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor Subsidiary’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor Subsidiary or the grant of the security interest would otherwise have become effective with respect to such Swap Obligation but for such Guarantor Subsidiary’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

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“Excluded Taxes” means (i) Tax on Income, (ii) FATCA Tax, (iii) any withholding Tax that is imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Credit Parties with respect to such withholding Tax pursuant to Section 2.19(a), (iv) any Taxes attributable to a Lender’s failure to comply with Section 2.19(d) and (v) United States federal backup withholding Taxes imposed under Section 3406 of the Code.

“Executive Order” as defined in Section 4.27(a).

“Existing Credit Agreement” means that certain Loan and Security Agreement, dated as of February 11, 2011, among the Borrower and certain Subsidiaries of the Borrower, as borrowers, the guarantors named therein, Ally, as agent and as a lender, and the financial institutions party thereto (as amended, modified and supplemented from time to time through and including the Closing Date).

“Existing Debt Documents” means the Existing Credit Agreement, Existing Second Lien Documents and Existing Third Lien Documents.

“Existing Debt Refinancing” means (x) the repayment in full in cash of all outstanding loans and notes, together with all accrued but unpaid interest and fees thereon, and all other obligations (and the termination of all commitments and letters of credit (except to the extent incorporated hereunder as Existing Letters of Credit pursuant to Section 2.3) under the Existing Debt Documents and (y) the termination and release of all Liens securing the obligations under the Existing Debt Documents (and all related guaranties).

“Existing Indebtedness” means the pre-existing Indebtedness of the Borrower and its Restricted Subsidiaries on the Closing Date and described in Schedule 6.1.

“Existing Letter of Credit” as defined in Section 2.3(h).

“Existing Second Lien Documents” means that certain Subordinated Note Agreement, dated as of February 11, 2011, among the Borrower and the purchasers party thereto, and the subordinated second lien floating rate notes issued pursuant thereto (in each case as amended, modified and supplemented from time to time through and including the Closing Date).

“Existing Third Lien Documents” means that certain Third Lien Note Agreement, dated as of August 9, 2012, among the Borrower and the purchasers party thereto, and the subordinated third lien floating rate notes issued pursuant thereto (in each case as amended, modified and supplemented from time to time through and including the Closing Date).

“Expenses” means all present and future reasonable expenses incurred by or on behalf of the Administrative Agent, the Collateral Agent, the Syndication Agent or an Issuing Bank in connection with this Agreement, any other Credit Document or otherwise in its capacity as such under any Credit Document, whether incurred heretofore or hereafter, which expenses shall include, without limitation, the cost of record searches, the reasonable fees and expenses of

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attorneys and paralegals, all reasonable costs and expenses incurred by the Administrative Agent and/or the Collateral Agent in opening bank accounts, depositing checks, electronically or otherwise receiving and transferring funds, and any other charges imposed on the Administrative Agent and/or the Collateral Agent due to insufficient funds of deposited checks and the standard fee of the Administrative Agent and/or the Collateral Agent relating thereto, collateral examination fees and expenses, reasonable fees and expenses of accountants, appraisers or other consultants, experts or advisors employed or retained by the Administrative Agent and/or the Collateral Agent, fees and taxes related to the filing of financing statements, costs of preparing and recording any other Credit Documents, all expenses, costs and fees set forth in this Agreement and the other Credit Documents, all other fees and expenses required to be paid pursuant to any other letter agreement and all fees and expenses incurred in connection with releasing Collateral and the amendment or termination of any of the Credit Documents.

“Extended Commitment” as defined in Section 2.24(c).

“Extended Loan” means each Revolving Loan and each Swing Line Loan pursuant to an Extended Commitment.

“Extended Revolving Commitment Termination Date” means, with respect to any Extended Loan or Extended Commitment, the agreed upon date occurring after the Initial Revolving Commitment Termination Date as specified in the definitive documentation in connection with the respective Extension.

“Extension” as defined in Section 2.24(a).

“Extension Offer” as defined in Section 2.24(a).

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased or operated by the Borrower or any of its Restricted Subsidiaries or any of their respective predecessors.

“Fair Market Value” means, with respect to any asset (including any Capital Stock of any Person), the price at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, as determined in good faith by the board of directors or other governing body or, pursuant to a specific delegation of authority by such board of directors or governing body, a designated senior executive officer, of the Borrower or the Subsidiary of the Borrower selling such asset.

“FATCA” mean Sections 1471, 1472, 1473 and 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“FATCA Tax” means any United States Tax imposed as a result of a Lender’s (or any financial institution through which any payment is made to such Lender) or the Administrative Agent’s (A) failure to comply with the applicable requirements of FATCA in such a way to reduce such Tax to zero, or (B) election under FATCA to be subject to United States withholding or other Taxes.

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“Federal Funds Effective Rate” means, for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to the Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by the Administrative Agent.

“Financial Officer” means, as applied to any Person, any individual holding the position of chief financial officer, treasurer, vice president of finance or controller.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of a Financial Officer of the Borrower that such financial statements fairly present, in all material respects, the financial condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and in the case of interim financial statements, the absence of footnotes.

“Financial Plan” as defined in Section 5.1(i).

“Finished Goods Accrued Accounts” means, with respect to any calculation of the Aggregate Borrowing Base, Accounts of E-One that have been generated from the sale of finished goods to a Customer but that were not invoiced to such Customer prior to the end of the period covered by the most recent Borrowing Base Certificate delivered pursuant to Section 5.1(l) and would have been classified as “Eligible Accounts” had they been so invoiced, so long as such Accounts are actually invoiced prior to the date such Borrowing Base Certificate is delivered to the Administrative Agent pursuant to Section 5.1(l).

“First Priority” means, with respect to any Lien purported to be created on any Collateral pursuant to any Collateral Document, that such Lien is prior in right to any other Lien thereon, other than Permitted Liens described in (x) clauses (b) through (f), (i), (l)(ii) and (p) of Section 6.2 applicable to such Collateral which as a matter of law have priority over the respective Liens on such Collateral created pursuant to the relevant Collateral Document and (y) clause (q) of Section 6.2.

“Fiscal Month” means a fiscal month of any Fiscal Year.

“Fiscal Quarter” means the Borrower’s fiscal quarter based on the Borrower’s accounting cycle, which is a 4-4-5 accounting cycle.

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“Fiscal Year” means the fiscal year of the Borrower and its Subsidiaries ending on October 31 of each calendar year.

“Fixed Charge Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ending minus the sum of (a) Consolidated Capital Expenditures (excluding, without duplication, the Acquisition and any other Consolidated Capital Expenditures, to the extent financed with any equity proceeds, Capital Stock, or Indebtedness (other than with proceeds of Revolving Loans and Swing Line Loans) during such period and (b) the aggregate amount of Taxes on the overall net income of the Borrower and its Restricted Subsidiaries and actually paid in cash during such period to (ii) Consolidated Fixed Charges for such four-Fiscal Quarter period.

“Flood Hazard Property” means any fee owned Real Estate Asset subject to a Mortgage in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, the improvements on which are located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Floor Plan Accounts” means Accounts owed to the Borrower or any other Credit Party by a Dealer that a Floor Plan Lender has agreed to pay directly to the Borrower or such other Credit Party on behalf of such Dealer pursuant to an Acceptable Floor Planning Program.

“Floor Plan Lender” has the meaning assigned to that term in the definition of “Acceptable Floor Planning Program”.

“Foreign Restricted Subsidiary” means any Foreign Subsidiary that is a Restricted Subsidiary.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Funding Notice” means a notice substantially in the form of Exhibit A-1, appropriately completed to specify: (i) the aggregate principal amount of the Loans to be incurred; (ii) the date of such Loans (which shall be a Business Day); (iii) whether the Loans being incurred constitute Revolving Loans or Swing Line Loans; (iv) whether the Loans being incurred are to be initially maintained as Base Rate Loans or, to the extent permitted hereunder, Eurodollar Rate Loans and, if Eurodollar Rate Loans, the initial Interest Period to be applicable thereto; (v) the Aggregate Borrowing Base then in effect; (vi) in the case of a Loan the proceeds of which are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses incurred in connection therewith), the amount of the Total Utilization of Revolving Commitments after giving effect to such Loan; and (vii) whether the Loans being incurred constitute Agent Advances (it being understood that the Administrative Agent shall be under no obligation to make such Agent Advances).

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

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“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, approval, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Grantor” as defined in the Pledge and Security Agreement.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor Subsidiary” means (i) each wholly-owned Domestic Subsidiary of the Borrower (other than any Excluded Subsidiary) and (ii) any other Subsidiary that is a guarantor or obligor in respect of any Secured Notes, any Additional Secured Notes, any Refinancing Secured Notes or any Unsecured Acquisition Debt.

“Guaranty” means the guaranty of each Guarantor Subsidiary set forth in Section 7.

“Hazardous Materials” means any chemical, compound, constituent, material, waste or substance, which is prohibited, limited or regulated by any Governmental Authority or pursuant to any Environmental Law or which may or could pose a hazard to the health and safety of any Persons or to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, future, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedging Agreement” means an Interest Rate Agreement, a Currency Agreement or a Commodities Agreement.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable laws now allow.

“Historical Excess Availability” means (a) for the purposes of the definition of Applicable Margin, in the case of each Start Date, an amount equal to (x) the sum of each day’s Excess Availability during the most recently ended Fiscal Quarter divided by (y) the number of days in such Fiscal Quarter, and (b) in the case of the definition of Payment Conditions, with

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respect to any action or proposed action, an amount equal to (i) the sum of each day’s Excess Availability during the 60 consecutive day period immediately preceding such action or proposed action divided by (ii) 60. In the case of preceding clause (b) only, Excess Availability (and the definition of Aggregate Borrowing Base as used therein) shall be determined on a pro forma basis as if such action or proposed action and any Loans incurred (or to be incurred), Letters of Credit issued (or to be issued) or Indebtedness repaid (or to be repaid) in connection with such action or proposed action had occurred or been incurred, issued or repaid, as the case may be, and any Eligible Accounts or Eligible Inventory acquired (or to be acquired) in connection with such action or proposed action had been acquired, in each case, on the first day of the 60 day period immediately preceding such action or proposed action, as set forth in an officer’s certificate executed by the chief financial officer of the Borrower and delivered to the Administrative Agent.

“Historical Financial Statements” means, as of the Closing Date, (i) in respect of the Borrower, the audited consolidated financial statements of the Borrower for its fiscal years ended October 31, 2010, October 31, 2011 and October 31, 2012, together with (A) the consolidated financial statements of the Borrower for the twelve-month period ended July 27, 2013 and (B) the consolidated financial statements of the Borrower for the nine-month period ended July 27, 2013, in each case together with a Financial Officer Certification, and (ii) in respect of Commercial Bus, the audited financial statements of each of Champion Bus, Inc., General Coach America, Inc., Goshen Coach, Inc., ElDorado National (California), Inc. and ELDORADO NATIONAL (KANSAS), INC. for the fiscal years ended July 31, 2013, July 31, 2012 and July 31, 2011.

“Historical Utilized Commitments” means, on any date of determination, (i) an amount equal to the sum of each day’s Total Utilization of Revolving Commitments during the most recently ended Fiscal Quarter divided by (ii) the number of days in such Fiscal Quarter.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary of the Borrower whose (x) total assets, as of the applicable date of determination, are less than 1.5% of Total Assets and (y) total revenues for the most recent twelve-month period do not exceed 1.5% of the total revenues of the Borrower and the Restricted Subsidiaries (taken as a whole); provided that a Restricted Subsidiary of the Borrower will not be considered an Immaterial Subsidiary if it, as of any date, together with all other Immaterial Subsidiaries, has total assets as of such date in excess of 3% of Total Assets or has total revenues for the most recent twelve- month period in excess of 3% of the total revenues of the Borrower and the Restricted Subsidiaries (taken as a whole).

“Increased Cost Lenders” as defined in Section 2.22.

“Incremental Commitment” means, for any Lender, any commitment by such Lender to make Revolving Loans pursuant to Section 2.1 as agreed to by such Lender in the respective Incremental Commitment Agreement delivered pursuant to Section 2.23; it being understood, however, that on each date upon which an Incremental Commitment of any Lender becomes effective, such Incremental Commitment of such Lender shall be added to (and thereafter become a part of) the Commitment of such Lender for all purposes of this Agreement as contemplated by Section 2.23.

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“Incremental Commitment Agreement” means each Incremental Commitment Agreement in the form of Exhibit J (appropriately completed) executed and delivered in accordance with Section 2.23.

“Incremental Commitment Date” means each date upon which an Incremental Commitment under an Incremental Commitment Agreement becomes effective as provided in Section 2.23(b).

“Incremental Commitment Request Requirements” means, with respect to any request for an Incremental Commitment made pursuant to Section 2.23, the satisfaction of each of the following conditions on the date of such request: (i) no Default or Event of Default then exists or would result therefrom; and (ii) all of the representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects at such time (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date.

“Incremental Commitment Requirements” means, with respect to any provision of an Incremental Commitment on a given Incremental Commitment Date, the satisfaction of each of the following conditions on or prior to the effective date of the respective Incremental Commitment Agreement: (i) satisfaction of conditions (i) and (ii) in the definition of “Incremental Commitment Request Requirements” (to the extent applicable) as of the effective date of such Incremental Commitment Agreement; (ii) the delivery by the Borrower to the Administrative Agent of an officer’s certificate executed by the chief financial officer of the Borrower and certifying as to compliance with preceding clause (i) and containing the calculations (in reasonable detail), if any, required by preceding clause (i); (iii) the delivery by the Borrower to the Administrative Agent of an acknowledgement in form and substance reasonably satisfactory to the Administrative Agent and executed by each Guarantor Subsidiary, acknowledging that such Incremental Commitment and all subsequent Credit Extensions pursuant to such Incremental Commitment shall constitute (and be included in the definition of) “Guaranteed Obligations”; (iv) the delivery by the Borrower to the Administrative Agent of an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Credit Parties reasonably satisfactory to the Administrative Agent and dated such date, covering such of the matters set forth in the opinions of counsel delivered to the Administrative Agent on the Closing Date pursuant to Section 3.1(k) as may be reasonably requested by the Administrative Agent, and such other matters incident to the transactions contemplated thereby as the Administrative Agent may reasonably request; (v) the delivery by each Credit Party to the Administrative Agent of such other officers’ certificates, board of director (or equivalent governing body) resolutions and evidence of good standing (to the extent available under applicable law) as the Administrative Agent shall reasonably request; (vi) the completion by each Credit Party of such other actions as the Administrative Agent may reasonably request in connection with such Incremental Commitment in order to create, continue or maintain the security interests of the Collateral Agent in the Collateral and the perfection thereof; and (vii) the incurrence of Revolving Loans in an aggregate principal amount equal to the Total Commitment (including such Incremental Commitment then being obtained) shall be

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permitted at such time under the Intercreditor Agreement, the Secured Note Indenture, any Unsecured Acquisition Debt Documents, any Additional Secured Note Indenture and the Refinancing Secured Note Indenture.

“Incremental Lender” as defined in Section 2.23(b).

“Indebtedness” means, as applied to any Person, without duplication: (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is or should be properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation (other than trade payables in the ordinary course of business) owed for all or any part of the deferred purchase price of property or services (excluding any such obligations incurred under ERISA), which purchase price is (a) (except to the extent disputed in good faith) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all Indebtedness of another Person secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit, bankers’ acceptances, surety and appeal bonds and similar obligations issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) any Contingent Obligation of such Person in respect of Indebtedness of another Person; and (viii) all obligations of such Person in respect of any Interest Rate Agreement, Currency Agreement and any Commodities Agreement (whether or not entered into for hedging or speculative purposes). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is directly liable therefore as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), costs (including the reasonable costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any past, present or future Hazardous Materials Activity), reasonable expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any reasonable fees or expenses incurred by Indemnitees in enforcing the indemnity contained in Section 10.3), whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or any other Credit Document or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the

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enforcement of the Guaranty)); or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past, present or future activity, operation, land ownership, or practice of the Borrower or any of its Restricted Subsidiaries.

“Indemnitee” as defined in Section 10.3.

“Initial Revolving Commitment Termination Date” means October 21, 2018.

“Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Closing Date, by and among each Credit Party, the Collateral Agent (for and on behalf of the Revolving Secured Parties) and the Secured Notes Collateral Agent (for and on behalf of the Secured Notes Secured Parties) in the form of Exhibit K, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

“Interest Payment Date” means, with respect to (i) any Base Rate Loan, the last Business Day of each calendar quarter of each year, commencing on the first such date to occur after the Closing Date, and on the final maturity date of such Loan; and (ii) any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and on the final maturity date of such Loan; provided, in the case of each Interest Period of longer than three months, “Interest Payment Date” shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one, three or six months (or (a) less than one month in the Administrative Agent’s discretion or (b) any other period to the extent agreed to by all Lenders), as selected by the Borrower in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be, and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month, (c) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date for such Revolving Loans, and (d) unless the Requisite Lenders otherwise agree, no Interest Period may be selected at a time when an Event of Default is then in existence.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the Borrower’s and its Restricted Subsidiaries’ operations.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

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“Inventory” means, as to a Credit Party, (i) all “inventory” as defined in Article 9 of the UCC, and (ii) all goods (a) held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in such Person’s business, (b) in which such Person has an interest in mass or a joint or other interest or right of any kind, and (c) which are returned to or repossessed by such Person, (iii) all computer programs embedded in any goods and (iv) all accessions and products of the foregoing (in each case, regardless of whether characterized as “inventory” under the UCC).

“Inventory Borrowing Base” as defined (including any component definitions thereof) in the Existing Credit Agreement.

“Investment” means (i) any direct or indirect purchase or other acquisition by the Borrower or any of its Restricted Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person; (ii) any direct or indirect redemption, retirement, purchase or other acquisition for value, by the Borrower or any Restricted Subsidiary of the Borrower from any Person, of any Capital Stock of such Person; and (iii) any direct or indirect loan or other extension of credit, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business that will be treated as a deductible expense under GAAP) or capital contribution by the Borrower or any of its Restricted Subsidiaries to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales (including sales of property and services) to that other Person in the ordinary course of business but excluding accounts receivable that are current assets and that arose from sales to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write ups, write downs or write offs with respect to such Investment.

“IP Security Agreement” means each IP Security Agreement, dated as of the Closing Date, by and among the Borrower, each Guarantor Subsidiary and the Collateral Agent.

“Issuance Notice” means an Issuance Notice in the form of Exhibit A-3.

“Issuing Bank” means (i) except as otherwise provided in Section 9.7, DBNY as an Issuing Bank hereunder, together with its permitted successors and assigns in such capacity, and (ii) any other Lender reasonably acceptable to the Administrative Agent and the Borrower which agrees (in its sole discretion) to issue Letters of Credit hereunder; provided that, if the Extension is effected in accordance with Section 2.24, then on the occurrence of the Initial Revolving Commitment Termination Date, each Issuing Bank shall have the right to resign as such on, or on any date within 20 Business Days after, the Initial Revolving Commitment Termination Date, upon not less than 10 days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the resigning Issuing Bank shall retain all of its rights hereunder and under the other Credit Documents as Issuing Bank with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective

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expirations) but shall not be required to issue any further Letters of Credit hereunder. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Bank (and such Affiliate shall be deemed to be an “Issuing Bank” for all purposes of the Credit Documents). If at any time an Issuing Bank has resigned in such capacity in accordance with Section 9.7 (in the case of DBNY or any of its Affiliates) or as contemplated by the proviso to the immediately preceding sentence, and no Issuing Banks exist at such time, then no Person shall be an Issuing Bank hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or Affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as Issuing Bank hereunder.

“Joint Book Running Managers” as defined in the preamble hereto.

“Joint Lead Arrangers” as defined in the preamble hereto.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form.

“Landlord Personal Property Collateral Access Agreement” means, with respect to a leasehold interest of any Credit Party at which Inventory to be included in Eligible Inventory is located, a Landlord Waiver and Consent Agreement substantially in the form of Exhibit H, with such amendments, modifications or supplements as may be approved by the Administrative Agent.

“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all payments made by an Issuing Bank pursuant to Letters of Credit that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Pro Rata Share of the aggregate LC Exposure at such time.

“L/C Supportable Obligations” means (i) obligations of the Borrower or any of its Restricted Subsidiaries with respect to workers compensation, surety bonds and other similar statutory obligations and (ii) such other obligations of the Borrower or any of its Restricted Subsidiaries as are reasonably acceptable to the respective Issuing Bank and otherwise permitted to exist pursuant to the terms of this Agreement (other than obligations in respect of (t) any Qualified Seller Subordinated Debt, (u) any Secured Notes, (v) any Unsecured Acquisition Debt, (w) any Additional Secured Notes, (x) any Refinancing Secured Notes, (y) any other Indebtedness or other obligations that are subordinated in right of payment to the Obligations and (z) Capital Stock).

“Leasehold Property” means any leasehold interest of any Credit Party, as lessee, under any lease, sublease or other possessory interest in real property, other than any such leasehold interest designated from time to time by the Collateral Agent in its reasonable discretion as not being required to be included in the Collateral.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or an Incremental Commitment Agreement.

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“Lender Counterparty” means each Lender or Agent under this Agreement or any Affiliate of any such Lender or Agent that is a counterparty to a Secured Hedging Agreement (even if the respective Lender or Agent subsequently ceases to be a Lender or Agent under this Agreement for any reason), together with such Lender’s, Agent’s or Affiliate’s, as the case may be, successors and assigns.

“Lender Default” means, as to any Lender, (i) the wrongful refusal (which has not been retracted) of such Lender or the failure of such Lender (which has not been cured) to make available its portion of any Loan or to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section 2.3(e), in each case, within three Business Days of the date such Loan or the date such funding was required to be made, as applicable, unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of a determination by such Lender in good faith that one or more conditions precedent to funding (which conditions precedent shall be identified to the Administrative Agent and the Borrower in writing) has not been satisfied, (ii) such Lender having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority; provided that a Lender Default shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Capital Stock of any Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender, or (iii) such Lender having notified the Administrative Agent, the Swing Line Lender, any Issuing Bank and/or any Credit Party (x) that it does not intend to comply with its obligations under Sections 2.1, 2.2 or 2.3 in circumstances where such non-compliance would constitute a breach of such Lender’s obligations under the respective Section or (y) of the events described in preceding clause (ii); provided that, for purposes of (and only for purposes of) Sections 2.2(b)(vi)(b) and 2.3(e) and any documentation entered into pursuant to the Back-Stop Arrangements (and the term “Defaulting Lender” as used therein), the term “Lender Default” shall also include, as to any Lender, (A) any Affiliate of such Lender that has “control” (within the meaning provided in the definition of “Affiliate”) of such Lender having been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, (B) any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender Default has ceased to exist for a period of at least 90 consecutive days, (C) any default by such Lender with respect to its obligations under any other credit facility to which it is a party and which the Swing Line Lender, any Issuing Bank or the Administrative Agent believes in good faith has occurred and is continuing, and (D) the failure of such Lender to make available its portion of any Loan or to fund its portion of any unreimbursed payment with respect to a Letter of Credit pursuant to Section 2.3(e) within one Business Day of the date (x) the Administrative Agent (in its capacity as a Lender) or (y) the Requisite Lenders has or have, as applicable, funded its or their portion thereof. Any determination by the Administrative Agent that a Lender Default has occurred under any one or more of clauses (i) through (iii) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender, subject to Section 2.21(b), upon delivery of written notice of such determination to the Borrower, each Issuing Bank, the Swing Line Lender, the Defaulting Lender and each other Lender.

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“Letter of Credit” means a commercial or standby letter of credit issued or to be issued by an Issuing Bank pursuant to this Agreement.

“Letter of Credit Back-Stop Arrangements” as defined in Section 2.3(a)(II)(b).

“Letter of Credit Sublimit” means the lesser of (i) $25,000,000 and (ii) the aggregate unused amount of the Total Commitment then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Banks and not theretofore reimbursed by or on behalf of the Borrower.

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing and (ii) in the case of Securities, any purchase option, call or similar right of a third party with respect to such Securities.

“Loan” means a Revolving Loan and/or a Swing Line Loan and also shall include an Extended Loan.

“Management Agreements” as defined in Section 3.1(n)(ii).

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business operations, properties, assets or condition (financial or otherwise) of the Borrower and its Restricted Subsidiaries, taken as a whole, or a substantial portion of the Collateral; (ii) the impairment (other than as a result of circumstances covered by clause (i) above) of the ability of any Credit Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights and remedies available to, or conferred upon, any Agent or any Lender under any Credit Document.

“Material Real Estate Asset” means (i) any fee owned Real Estate Asset of any Credit Party having a Fair Market Value in excess of $5,000,000 or (ii) any Real Estate Asset subject to a Lien in favor of the Secured Notes Collateral Agent or any Additional Secured Notes Collateral Agent.

“Maximum Incremental Commitment Amount” means $50,000,000.

“Minimum Extension Condition” as defined in Section 2.24(d).

“Moody’s” means Moody’s Investor Services, Inc.

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“Mortgage” means a Mortgage, Deed of Trust or Deed to Secure Debt in form and substance reasonably satisfactory to the Administrative Agent (with appropriate deletions and additions for each state in which a Mortgaged Property is located), as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

“Mortgaged Property” means each Real Estate Asset listed in Schedule 5.17(a), together with each other Material Real Estate Asset encumbered (or required to be encumbered) by a Mortgage as described in Section 5.11.

“Multiemployer Plan” means any “multiemployer plan” as defined in Section 3(37) of ERISA with respect to which the Borrower, any Restricted Subsidiary or any ERISA Affiliate has, or would reasonably be expected to have, any liability (whether absolute or contingent).

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the consolidated financial condition and results of operations and the consolidated liquidity and capital resources of the Borrower and its Subsidiaries for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

“National Flood Insurance Program” means the program created by the United States Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004.

“Net Equity Proceeds” means, with respect to each sale or issuance by the Borrower of its equity or each capital contribution made to the Borrower (other than, in any case, (i) any sales or issuances to, or any capital contribution made by, any Subsidiary or Joint Venture of the Borrower or any of its Subsidiaries or (ii) any sales, issuances or capital contributions made pursuant to Section 8.2), the cash proceeds received by the Borrower therefrom (net of underwriting discounts and commissions and other reasonable costs associated therewith).

“Net Equity Proceeds Amount” means, at any time, an amount equal to the aggregate Net Equity Proceeds received by the Borrower after the Closing Date, with the Net Equity Proceeds Amount to be immediately reduced by the sum of (without duplication) (i) the amount of any Restricted Junior Payments made pursuant to Section 6.5(f), (ii) the amount of Investments made pursuant to Section 6.7(p), (iii) the amount of Permitted Acquisitions made with Net Equity Proceeds and (iv) the amount of payments made pursuant to Section 6.14(i)(y).

“Net Orderly Liquidation Value” means (a) the “net orderly liquidation value” determined by an unaffiliated valuation company acceptable to the Administrative Agent after performance of an Inventory valuation to be done at the Administrative Agent’s request and the Borrower’s expense, which shall be net of the amount estimated by such valuation company for

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marshalling, reconditioning, carrying, and sales expenses designated to maximize the resale value of such Inventory and assuming that the time required to dispose of such Inventory is customary with respect to such Inventory; or (b) if no such Inventory valuation has been requested by the Administrative Agent, the value customarily attributed to Inventory in the appraisal industry for Inventory of similar quality and quantity, and similarly dispersed (under similar and relevant circumstances under standard asset-based lending procedures), at the time of the valuation, less the amount customarily estimated in the appraisal industry at the time of any determination for marshalling, recondition, carrying, and sales expenses designed to maximize the resale value of such Inventory and assuming that the time required to dispose of such Inventory is customary with respect to such Inventory (or, at the discretion of the Administrative Agent in the case of this clause (b), the value of such Inventory (including amounts properly deducted therefrom as provided above in this clause (b)) based upon the most recent Inventory appraisal conducted in accordance with this Agreement and received by the Administrative Agent).

“Net Worth” as defined in Section 7.2.

“Non Consenting Lender” as defined in Section 2.22.

“Non Defaulting Lender” means any Lender that is not a Defaulting Lender.

“Non Extending Lender” as defined in Section 2.22.

“Non-Recourse Debt” means Indebtedness:

(i) as to which neither the Borrower nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender;

(ii) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Borrower or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

(iii) as to which the lenders thereunder have been notified in writing that they will not have any recourse to the stock or assets of the Borrower or any of its Restricted Subsidiaries.

“Non US Lender” as defined in Section 2.19(d).

“Note” means a Revolving Loan Note or a Swing Line Note.

“Notice” means a Funding Notice, an Issuance Notice or a Conversion/ Continuation Notice.

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“Notice Date” as defined in Section 2.24(a).

“Obligations” means all obligations (including guaranty obligations) of every nature of each Credit Party from time to time owed to the Agents (including former Agents), the Issuing Banks, the Lenders or any of them, under any Credit Document, whether for principal, premium, interest (including interest which, but for the filing of a petition in bankruptcy or a similar proceeding with respect to such Credit Party, would have accrued on any Obligation at the rate provided for herein, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy or similar proceeding), reimbursement of amounts drawn under (and obligations to cash collateralize) Letters of Credit, fees, expenses (including Expenses), indemnification (including pursuant to Section 10.3) or otherwise.

“Obligee Guarantor” as defined in Section 7.7.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any other business entity, the agreement or documents analogous to any of the foregoing. In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Connection Taxes” means, with respect to the Administrative Agent or any Lender, Taxes imposed as a result of a present or former connection between such Person and the jurisdiction imposing such Tax (other than connections arising from such Person having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.22).

“Parent” means any direct or indirect parent company of the Borrower.

“Participant Register” as defined in Section 10.6(g).

“Patriot Act” means the USA PATRIOT Improvement and Reauthorization Act, Title III of Pub. Law 107-56 (signed into law October 26, 2001).

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“Payment Conditions” means that at the time of each action or proposed action and after giving effect thereto each of the following conditions are satisfied: (a) no Default or Event of Default shall have occurred and be continuing; (b) Excess Availability (on the date of such action or proposed action after giving effect to any Loans incurred (or to be incurred) or Letters of Credit issued (or to be issued) on such date in connection with such action or proposed action) and Historical Excess Availability (calculated on a pro forma basis in accordance with the definition thereof) each shall exceed the greater of (A) 15.0% of the lesser of (i) the Total Commitment as in effect on such date and (ii) the Aggregate Borrowing Base as then in effect and (B) $12,500,000, (c) the Fixed Charge Coverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period shall be at least 1.00:1.00; provided that if Excess Availability and Historical Excess Availability (in each case, on the date of such action or proposed action after giving effect to any Loans incurred (or to be incurred) or Letters of Credit issued (or to be issued) on such date in connection with such action or proposed action) each shall exceed the greater of (A) 20% of the lesser of (i) the Total Commitment as in effect on such date and (ii) the Aggregate Borrowing Base as in effect on such date and (B) $20,000,000, then compliance with this clause (c) shall not be required, and (d) the Borrower shall have delivered to the Administrative Agent a certificate of its chief financial officer certifying as to compliance with preceding clauses (a) through (c) (if applicable) and demonstrating (in reasonable detail) the calculations required by preceding clauses (b) and (c) (if applicable). It being understood and agreed that for purposes of using the Payment Condition as a condition for any Investment (including a Permitted Acquisition), any Restricted Junior Payment or any payment of Indebtedness pursuant to Section 6.14 permitted pursuant to this Agreement, the calculations of Excess Availability for purposes of this definition shall include Qualified Cash on the date of such proposed transaction (as opposed to the Qualified Cash as reflected in the then current Borrowing Base Certificate) and the Payment Conditions shall be calculated using such Qualified Cash as of the date of, and after giving effect to, any such proposed transaction.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, other than a Multiemployer Plan, which is subject to Title IV of ERISA, and with respect to which the Borrower, any Restricted Subsidiary or any ERISA Affiliate has, or would reasonably be expected to have, any liability (whether absolute or contingent).

“Perfection Certificate” means a certificate in form reasonably satisfactory to the Administrative Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Permitted Acquisition” means any acquisition by the Borrower or any Guarantor Subsidiary, whether by purchase, merger or otherwise, of all or any portion of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person; provided;

(i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

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(ii) all transactions in connection therewith shall be consummated in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii) in the case of the acquisition of Capital Stock, (A) all of the Capital Stock (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Restricted Subsidiary of the Borrower in connection with such acquisition shall be owned 100% by the Borrower or a Guarantor Subsidiary, and such Credit Party shall have taken, or caused to be taken, as of the date such Person becomes a Restricted Subsidiary of the Borrower, each of the actions set forth in Sections 5.10 and/or 5.11, as applicable, within the time frames set forth therein and (B) such Person shall own no Capital Stock of any other Person (other than de minimis amounts) unless either (x) such Person owns 100% of the Capital Stock of such other Person or (y) if such Person owns Capital Stock of any other Person which is a non-wholly owned Restricted Subsidiary of such Person, then (1) such Person shall not have been created or established in contemplation of, or for purposes of, the respective Permitted Acquisition, (2) any such non-wholly owned Restricted Subsidiary of such Person shall have been a non-wholly owned Subsidiary of such Person prior to the date of the respective Permitted Acquisition and shall not have been created or established in contemplation thereof and (3) such Person and/or its wholly-owned Subsidiaries own at least 85% of the total value of all the assets owned by such Person and its Subsidiaries (for purposes of such determination, excluding the value of the Capital Stock of non-wholly owned Subsidiaries held by such Person and its wholly-owned Subsidiaries);

(iv) the Borrower shall have delivered to the Administrative Agent at least 10 Business Days prior to such proposed acquisition (to the extent reasonably practicable, but in any event at least two Business Days prior thereto) all material transactional documents (which may be in substantially final form) in connection therewith;

(v) any Person or assets or division as acquired in accordance herewith (x) shall (I) in the case of the acquisition of the Capital Stock of any Person (including by way of merger), be organized under the laws of the United States, any state thereof or the District of Columbia and shall conduct substantially all of its business within the United States and (II) in the case of the acquisition of assets or a division, shall be substantially located within the United States and such division shall conduct substantially all of its business within the United States, provided, however, up to $10,000,000 of aggregate consideration may be paid in respect of Permitted Acquisitions that did not satisfy the requirements of sub-clause (I) or (II) of this clause (v), (y) shall be in same business or lines of business in which the Borrower and/or its Restricted Subsidiaries are engaged as of the Closing Date or a business reasonably related thereto and (z) shall have generated positive Consolidated Adjusted EBITDA (assuming that (A) for purposes of the definition of “Consolidated Adjusted EBITDA” and the defined terms used therein, the business, assets or Person acquired in such acquisition is substituted for the Borrower and its Restricted Subsidiaries and (B) in making such determination under this sub- clause (z), reasonably anticipated cost savings and non-recurring costs and charges with

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respect to such business, assets or Person for such period may be added (without duplication) to the extent requested by the Borrower and consented to by the Administrative Agent) for the twelve-month period most recently ended prior to the date of such acquisition;

(vi) the consideration paid or to be paid in connection therewith consists solely of cash (including proceeds of Revolving Loans or Swing Line Loans), common Capital Stock of the Borrower, Qualified Preferred Stock of the Borrower, the issuance, assumption or incurrence of Indebtedness (including deferred consideration) otherwise permitted by Section 6.1 and/or the assumption/acquisition of any Indebtedness (calculated at face value) which is permitted to remain outstanding in accordance with the requirements of Section 6.1; and

(vii) the Payment Conditions are satisfied at the time of such acquisition and after giving pro forma effect thereto; provided, however, to the extent that the Payment Conditions are not so satisfied at such time, Permitted Acquisitions which otherwise meet the requirements above in this definition shall be permitted so long as (I) either (A) the aggregate consideration used to fund any such Permitted Acquisition (together with all fees, costs and expenses related thereto) does not exceed the Net Equity Proceeds Amount at such time and such Permitted Acquisition is consummated substantially contemporaneously with the receipt of the respective Net Equity Proceeds or (B) the aggregate consideration paid or to be paid in respect of all Permitted Acquisitions since the Closing Date (together with all fees, costs and expenses related thereto) shall not exceed the remainder of (x) $5,000,000 in any Fiscal Year, provided, however, to the extent that the aggregate of such amounts paid or to be paid in any Fiscal Year is less than $5,000,000, such excess may be carried forward and utilized pursuant to this clause (B) in succeeding Fiscal Years so long as no more than $15,000,000 in the aggregate is utilized pursuant to this clause (B) in any Fiscal Year (with amounts in excess of such $15,000,000 being forfeited) minus (y) the aggregate amount of Permitted Acquisitions made in such Fiscal Year pursuant to this clause (vii) when the Payment Conditions were satisfied, (II) the Borrower and its Restricted Subsidiaries shall be in compliance with the financial covenant set forth in Section 6.8 (determined as if a Compliance Period is then in existence) on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 1.4), and (III) the Borrower shall have delivered to the Administrative Agent at least 10 Business Days prior to such proposed acquisition (to the extent reasonably practicable, but in any event at least two Business Days prior thereto) a Compliance Certificate evidencing compliance with Section 6.8 (determined as if a Compliance Period is then in existence), together with all relevant financial information with respect to such acquired assets, including the aggregate consideration for such acquisition and, if applicable, any other information required to demonstrate compliance with Section 6.8.

“Permitted Cure Security” means common Capital Stock of the Borrower or Qualified Preferred Stock of the Borrower, in either case issued pursuant to Section 8.2.

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“Permitted Discretion” means the reasonable exercise of the Administrative Agent’s good faith judgment in consideration of any factor which is reasonably likely to (i) adversely affect the value of any Collateral, the enforceability or priority of the Liens thereon or the amount that the Administrative Agent and the Lenders would be likely to receive (after giving consideration to delays in payment and costs of enforcement) in the liquidation thereof, (ii) suggest that any collateral report or financial information delivered to the Administrative Agent, the Collateral Agent or the Lenders by any Person on behalf of the Borrower or any Guarantor Subsidiary is incomplete, inaccurate or misleading in any material and adverse respect, or (iii) materially increase the likelihood that the Administrative Agent and the Lenders would not receive payment in full in cash for all of the Obligations. In exercising such judgment, the Administrative Agent may consider such factors already included in or tested by the definition of Eligible Accounts or Eligible Inventory, as well as any of the following: (i) changes in collection history and dilution with respect to the Accounts; (ii) changes in demand for, pricing of, or product mix of Inventory; (iii) changes in any concentration of risk with respect to any Credit Party’s Accounts or Inventory; and (iv) any other factors that change the credit risk of lending to any Credit Party on the security of any Credit Parties’ Accounts or Inventory. The burden of establishing lack of good faith hereunder shall be on the Credit Parties.

“Permitted Dispositions” as defined in Section 6.1(c).

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Permitted Payments to Parent” means, without duplication as to amounts:

(1) payments to the Parent to permit the Parent to pay reasonable general corporate operating and overhead costs of the Parent, including reasonable accounting, legal and administrative expenses, franchise and similar taxes required to maintain its corporate existence, fees, other reasonable expenses and indemnification claims made by directors and officers, and costs with respect to filing with the Securities and Exchange Commission, to the extent such expenses are attributable to the ownership and operation of the Borrower and its Subsidiaries; provided that such payments shall not exceed $2,500,000 in any fiscal year;

(2) for any taxable period with respect to which (a) the Borrower or any of its Subsidiaries is a member of a group filing a consolidated, combined, unitary or similar income tax return of which Parent or any direct or indirect parent of Parent is the common parent (a “Tax Group”) or (b) the Borrower is a disregarded entity whose income flows through to Parent or a direct or indirect corporate parent of Parent (a “Corporate Owner”), payments to Parent in respect of the applicable portion of the income tax liabilities of such Tax Group or Corporate Owner, as applicable, that is attributable to the income of the Borrower and/or any of its Subsidiaries (“Tax Payments”); provided that Tax Payments attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent such Unrestricted Subsidiary shall have made cash distributions for such purpose to the Borrower or any of its Restricted Subsidiaries. The Tax Payments with respect to any taxable period shall not exceed the lesser of (i) the amount of the relevant income tax that the Borrower and/or its applicable Subsidiaries would have owed if such entities had filed a separate income tax return or as a separate income tax group, as applicable, taking into account any carryovers and carrybacks of tax attributes (such as net operating losses) of such entities from other taxable years (as if such entities were a stand-alone corporation or a stand-alone corporate group (as applicable) in all such taxable

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years), less any income tax payments made directly by such entities and (ii) the net amount of the relevant income tax that the Tax Group or Corporate Owner actually owes to the appropriate taxing authority. Any Tax Payments received from the Borrower shall be paid over to the appropriate taxing authority within 60 days of the Parent’s receipt of such Tax Payments or refunded to the Borrower;

(3) payments to the Parent to permit the Parent to pay management fees to the Sponsor pursuant to the Management Agreement to the extent such payment would be permitted to be made by the Borrower directly under Section 6.5(b); and

(4) payments to the Parent to permit the Parent to pay the costs of any equity or debt offerings of the Parent (whether or not successful); provided that (a) no Default or Event of Default then exists or would result therefrom and (b) the aggregate amount of such payments shall not exceed $5,000,000.

“Permitted Refinancing” means, as to any Indebtedness, the Refinancing of such Indebtedness (“Refinancing Indebtedness”), including successive Refinancings thereof; provided that, in the case of such Refinancing Indebtedness, the following conditions are satisfied:

(i) the weighted average life to maturity of such Refinancing Indebtedness shall be greater than or equal to the weighted average life to maturity of the Indebtedness being refinanced, and the first scheduled principal payment in respect of such Refinancing Indebtedness shall not be earlier than the first scheduled principal payment in respect of the Indebtedness being refinanced;

(ii) the principal amount of such Refinancing Indebtedness shall be less than or equal to the principal amount then outstanding of the Indebtedness being refinanced, plus all accrued and unpaid interest on the Indebtedness being refinanced and the amount of all accrued and unpaid fees and expenses, including premiums and penalties, incurred in connection therewith;

(iii) the respective obligor or obligors shall be the same (or a subset of the same) on the Refinancing Indebtedness as on the Indebtedness being refinanced;

(iv) the security, if any, for the Refinancing Indebtedness shall be the same as that for the Indebtedness being refinanced (except to the extent that less security is granted to holders of Refinancing Indebtedness);

(v) if the Indebtedness being refinanced is subordinated in right of payment to the Obligations (or the Liens securing such Indebtedness are subordinated to the Liens securing the Obligations), then such Refinancing Indebtedness shall be subordinated in right of payment to the Obligations (or the Liens securing such Refinancing Indebtedness shall be subordinated to the Liens securing the Obligations, or be unsecured) on terms at least as favorable (taken as a whole) to the Lenders as those contained in the documentation governing the Indebtedness being refinanced; and

(vi) the material terms applicable to such Refinancing Indebtedness or, if applicable, the related guarantees of such Refinancing Indebtedness (including covenants, events of default, remedies and acceleration rights) shall not be materially

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more favorable to the refinancing lenders than the terms that are applicable under the instruments and documents governing the Indebtedness being refinanced, in each case, taken as a whole (it being understood that if the Borrower delivers to the Administrative Agent a certificate of an Authorized Officer together with a reasonably detailed description of the terms of such Refinancing Indebtedness, stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement and the Administrative Agent does not notify the Borrower within five Business Days of delivery of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), then such Refinancing Indebtedness shall be deemed to satisfy the foregoing requirement).

“Permitted Sale-Leaseback Transactions” as defined in Section 6.9(b)(vi).

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Phase I Report” means, with respect to any Facility, a report that is in form and substance reasonably satisfactory to the Administrative Agent that (i) conforms to the ASTM Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527-00, (ii) was conducted no more than two years (or six months if reasonably requested by the Administrative Agent) prior to the date such report is required to be delivered hereunder, by one or more environmental consulting firms reasonably satisfactory to the Administrative Agent, (iii) includes an assessment of asbestos containing materials at such Facility and (iv) is accompanied by any other information reasonably requested by the Administrative Agent. All Phase I Reports shall expressly specify that the report may be relied on by the Administrative Agent or the Administrative Agent shall have received a reliance letter so stating.

“Pledge and Security Agreement” means the Pledge and Security Agreement, dated as of the Closing Date, by and among the Borrower, each Guarantor Subsidiary and the Collateral Agent in the form of Exhibit L, as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

“Portfolio Interest Exemption” as defined in Section 2.19(d).

“Preferred Stock” means, with respect to any corporation, Capital Stock issued by such corporation that is entitled to a preference or priority, in respect of dividends or distribution upon liquidation, over some other class of Capital Stock issued by such corporation.

“Prime Lending Rate” means the rate which the Administrative Agent announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer by the Administrative Agent, which may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

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“Principal Office” means, for each of the Administrative Agent, the Swing Line Lender and each Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office as such Person may from time to time designate in writing to the Borrower, the Administrative Agent and each Lender.

“Pro Rata Share” means, with respect to all payments, computations and other matters relating to the Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any participations in any Swing Line Loans purchased by any Lender, the percentage obtained by dividing (a) the Commitment of that Lender by (b) the Total Commitment; provided that, notwithstanding anything to the contrary contained herein, the foregoing shall be subject to the express provisions of Section 2.24; provided further, that in the case of Sections 2.2(b)(vi)(b) and 2.3(a)(II) when a Defaulting Lender shall exist, any such Defaulting Lender’s Commitment shall be disregarded in any such calculation. If the Commitments have terminated or expired, Pro Rata Shares shall be determined based upon the Commitments most recently in effect, giving effect to any assignments that occur thereafter.

“Projections” means the financial projections that were prepared by or on behalf of the Borrower in connection with the Transactions and delivered to the Administrative Agent on August 22, 2013.

“Qualified Cash” means Unrestricted cash and Cash Equivalents of the Credit Parties that are subject to a First Priority, perfected security interest in favor of the Collateral Agent and maintained in a Bank Account subject to a Control Agreement, but excluding, for purposes of determining the Aggregate Borrowing Base, any cash payment received in respect of an Eligible Account that has not yet been reduced by the amount of such payment.

“Qualified Hedging Agreement” as defined in Section 10.22.

“Qualified Hedging Agreement Reserve” means a reserve established by the Administrative Agent from time to time in respect of a Qualified Hedging Agreement, which reserve shall be in the amount of the aggregate marked to market exposure thereunder as calculated from time to time by the Lender Counterparty party to such Qualified Hedging Agreement in accordance with GAAP (based on the valuation methodology agreed between the Borrower and the Lender Counterparty to such Qualified Hedging Agreement) and notified to (and acknowledged by) the Administrative Agent (A) at the time such Hedging Agreement is designated as a Qualified Hedging Agreement and (B) from time to time thereafter, in each case, in accordance with Section 10.22 (it being understood and agreed that a reserve with respect to a Qualified Hedging Agreement (i) may only be decreased below the marked to market exposure thereunder with the consent of the Lender Counterparty party to such Qualified Hedging Agreement and the Administrative Agent and (ii) may only be created or increased at any time that an Event of Default exists with the consent of the Administrative Agent (in each case in clauses (i) and (ii) following written notice to the Administrative Agent).

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“Qualified Preferred Stock” means any Preferred Stock of the Borrower so long as the terms of any such Preferred Stock (i) do not mature or contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the one year anniversary of the latest Revolving Commitment Termination Date then in effect, (ii) do not require the cash payment of dividends or distributions, (iii) do not contain any covenants (other than (x) periodic reporting requirements and (y) other covenants the sole remedy for a breach of which is to permit the holders thereof to elect, or choose the number of, directors), (iv) if issued to Persons other than the Sponsor, do not grant the holders thereof any voting rights except for (x) voting rights required to be granted to such holders under applicable law and (y) limited customary voting rights on fundamental matters such as mergers, consolidations, sales of all or substantially all of the assets of the Borrower, or liquidations involving the Borrower, (v) do not provide for the redemption of such Preferred Stock at the option of the holder thereof, (vi) do not provide that such Preferred Stock is convertible into, or exchangeable for, Indebtedness or any other Preferred Stock that is not Qualified Preferred Stock, and (vii) are otherwise reasonably satisfactory to the Administrative Agent.

“Qualified Seller Subordinated Debt” means unsecured subordinated Indebtedness of the Borrower that (a) is not subject to any guarantee by any Restricted Subsidiary of the Borrower (b) does not require the cash payment of interest or fees to the extent prohibited by the terms of this Agreement, (c) does not contain any covenants (other than (i) periodic reporting covenants and (ii) non-financial covenants no more restrictive on the Borrower and its Restricted Subsidiaries than those contained in the Secured Note Indenture (whether or not the Secured Note Indenture is in effect at such time)), provided that, in any event, the terms of such Qualified Seller Subordinated Debt shall allow for all Indebtedness under this Agreement and all Liens securing such Indebtedness, (d) does not contain any events of default that are more restrictive on the Borrower and its Restricted Subsidiaries than those contained in the Secured Note Indenture (whether or not the Secured Note Indenture is in effect at such time), (e) has subordination provisions that are reasonably satisfactory to the Administrative Agent and (f) is otherwise reasonably satisfactory to the Administrative Agent.

“Qualifying IPO” means the issuance and sale by the Borrower of its common Capital Stock in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“RBS” as defined in the preamble hereto.

“Real Estate Asset” means, at any time of determination, any interest (fee or leasehold) then owned, leased or otherwise held or possessed by any Credit Party in any real property.

“Rebate Accounts” means Accounts owing to a Credit Party from any Account Debtor representing the respective Credit Party’s proportionate share of any rebates payable to such Account Debtor by any Person as a result of the sale of Inventory by such Credit Party to such Account Debtor.

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“Receivables Borrowing Base” as defined (including the component definitions thereof) in the Existing Credit Agreement.

“Recovery Event” means any cash payments or proceeds received by the Borrower or any of its Restricted Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of the Borrower or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other Indebtedness, in exchange or replacement for, such Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Secured Note Indenture” means the trust indenture pursuant to which any Refinancing Secured Notes may be issued in accordance with the terms of this Agreement, as such indenture may be further amended, restated, supplemented, modified, extended, renewed or replaced from time to time in accordance with Section 6.15.

“Refinancing Secured Notes” as defined in Section 6.1(j).

“Refinancing Secured Notes Documents” means any indenture, loan agreement or other agreement governing the terms of any Refinancing Secured Notes.

“Refunded Swing Line Loans” as defined in Section 2.2(b)(iv).

“Register” as defined in Section 2.6(b).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Reimbursement Date” as defined in Section 2.3(d).

“Related Fund” means any investment fund that is (i) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit and (ii) is administered and managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, seepage, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Relevant Payment” as defined in Section 7.2.

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“Relevant Tax Jurisdiction” as defined in the definition of “Tax on Income”.

“Replacement Lender” as defined in Section 2.22.

“Requisite Lenders” means, at any time, one or more Non-Defaulting Lenders having or holding Revolving Exposure and unused Commitments representing more than 50% of the sum of the aggregate Revolving Exposure and unused Commitments of all Non-Defaulting Lenders.

“Reserves” means (a) reserves established by the Administrative Agent in its Permitted Discretion from time to time against Eligible Inventory pursuant to this Agreement (whether pursuant to Section 5.15 or otherwise), (b) reserves established by the Administrative Agent in its Permitted Discretion from time to time against Eligible Inventory, in the full amount necessary to cover all shipping and other charges for items shipped by boat, (c) reserves established by the Administrative Agent in its Permitted Discretion pursuant to specific terms of any of the Credit Documents other than this Agreement, and (d) such other reserves against (x) Eligible Accounts or Eligible Inventory of any Credit Party or (y) the Aggregate Borrowing Base, that the Administrative Agent may, in each case, in its Permitted Discretion, establish from time to time, including (i) reserves established on account of any Liens which are (or may be) prior in right to the First Priority Lien of the Collateral Agent for the benefit of the Revolving Secured Parties, including any Liens which may be permitted under Section 6.2(q), (ii) Dilution Reserves, (iii) reserves established with respect to any Eligible Accounts or Eligible Inventory acquired by any Credit Party as a result of such Eligible Accounts or Eligible Inventory not being the subject of a field examination and appraisal reasonably acceptable to the Administrative Agent, and (iv) reserves against Eligible Accounts or Eligible Inventory established as a result of the initial inventory appraisal and collateral examination received pursuant to Section 5.1(m). Notwithstanding the foregoing, the Administrative Agent shall not establish any reserves that duplicate any reserves or adjustments that have already been taken into account in determining Eligible Inventory or Eligible Accounts, as applicable.

“Restricted” means cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries that (i) appears (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower or of any such Restricted Subsidiary, (ii) are subject to any Lien in favor of any Person other than (x) the Collateral Agent for the benefit of the Revolving Secured Parties, (y) the Secured Notes Collateral Agent for the benefit of the Secured Notes Secured Parties and (z) the Additional Secured Notes Collateral Agent for the benefit of the Additional Secured Notes Secured Parties (so long as, in the case of preceding clauses (y) and (z), the Intercreditor Agreement is in effect) or (iii) are not otherwise generally available for use by the Borrower or any of its Restricted Subsidiaries.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding, except a dividend payable solely in shares of that class of Capital Stock or common Capital Stock to the holders of that class, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding, (iii) any payment made to retire, or to

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obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrower or any of its Restricted Subsidiaries now or hereafter outstanding, (iv) any payment of management or similar fees to the Sponsor or any of its Affiliates, and (v) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, repurchase, retirement, defeasance (including in substance or legal defeasance), sinking fund or similar payment (or any offer to do any of the foregoing) with respect to any Qualified Seller Subordinated Debt and any other Indebtedness which is subordinated in right of payment and/or of security to the Obligations (including Indebtedness incurred under Section 6.1(f)).

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Restructuring Charges” means any non-recurring fees, charges or other expenses made or incurred by the Borrower or any of its Restricted Subsidiaries in connection with any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, consulting costs, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) that were deducted in computing Consolidated Net Income.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) the Initial Revolving Commitment Termination Date; provided that, with respect to any Extended Loans and any Extended Commitments, the Revolving Commitment Termination Date with respect thereto instead shall be the Extended Revolving Commitment Termination Date, (ii) the date the Commitments are permanently reduced to zero pursuant to Section 2.12(b) or 2.13, and (iii) the date of the termination of the Commitments pursuant to Section 8.1.

“Revolving Exposure” means, with respect to any Lender as of any date of determination, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) the Pro Rata Share of such Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, and (c) the Pro Rata Share of such Lender in any outstanding Swing Line Loans.

“Revolving Loan” means a Loan made by a Lender to the Borrower pursuant to Section 2.1(a).

“Revolving Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

“Revolving Obligations” means, collectively, the Obligations, the Treasury Services Obligations and the Secured Hedging Obligations.

“Revolving Priority Collateral” means, collectively, all of the personal property in which First Priority Liens are granted (or purported to be granted) pursuant to the Collateral Documents as security for the Revolving Obligations and shall include, without limitation, all Accounts and Inventory (and all proceeds therefrom) of the Borrower and Guarantor Subsidiaries and shall include all “Revolving Priority Collateral” as defined in the Intercreditor Agreement.

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“Revolving Secured Parties” as defined in the Pledge and Security Agreement.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“Second Priority” means, with respect to any Lien purported to be created on any Collateral pursuant to any Collateral Document, that such Lien is prior in right to any other Lien thereon, other than (x) the First Priority Lien in favor of the Secured Notes Collateral Agent for the benefit of the Secured Notes Secured Parties or the Additional Secured Notes Collateral Agent for the benefit of the Additional Secured Notes Secured Parties and (y) Permitted Liens described in clauses (b) through (f), (j), (l)(ii), (p) and (q) of Section 6.2 and that such Permitted Liens are permitted to be prior to the Liens on the respective Collateral in accordance with the definition of “First Priority” contained herein; provided that in no event shall any such Permitted Lien be permitted (on a consensual basis other than in the case of Section 6.2(p)) to be junior and subordinate to any Permitted Liens as described in clause (x) above and senior in priority to the relevant Liens created pursuant to the Collateral Documents.

“Secured Hedging Agreement” means each Hedging Agreement entered into between a Credit Party and a Lender Counterparty, provided that (i) such Hedging Agreement expressly states that (x) it constitutes a “Secured Hedging Agreement” for purposes of this Agreement and the other Credit Documents and (y) does not constitute a “Secured Hedging Agreement” for purposes of (I) the Secured Notes Documents or any guaranties relating to the Secured Notes Documents, (II) the Refinancing Secured Notes Documents or any guaranties relating to the Refinancing Secured Notes Documents or (III) the Additional Secured Notes Documents or any guaranties relating to the Additional Secured Notes Documents, (ii) the Credit Party party thereto and the other parties thereto shall have delivered to the Collateral Agent a written notice specifying that such Hedging Agreement (x) constitutes a “Secured Hedging Agreement” for purposes of this Agreement and the other Credit Documents, (y) does not constitute a “Secured Hedging Agreement” for purposes of (I) the Secured Notes Documents or any guaranties relating to the Secured Notes Documents, (II) the Refinancing Secured Notes Documents or any guaranties relating to the Refinancing Secured Notes Documents or (III) the Additional Secured Notes Documents or any guaranties relating to the Additional Secured Notes Documents and (z) in the case of any Credit Party, that such Hedging Agreement and the obligations of such Credit Party and its Restricted Subsidiaries thereunder have been, and will be, incurred in compliance with this Agreement and (iii) on the effective date of such Hedging Agreement and from time to time thereafter, at the request of the Collateral Agent, the Borrower and the other parties thereto shall have notified the Administrative Agent in writing of the aggregate amount of exposure under such Hedging Agreement.

“Secured Hedging Obligations” means the “Secured Hedging Obligations” as such term is defined in the Pledge and Security Agreement.

“Secured Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter or other date of determination of:

(i) Consolidated Total Debt secured by a Lien as of such day; to

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(ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date (or if such date of determination is not the last day of a Fiscal Quarter, for the four- Fiscal Quarter period ending as of the most recently concluded Fiscal Quarter) for which financial statements have been delivered pursuant to Section 5.1(b) or (c), as the case may be;

provided, however, Consolidated Adjusted EBITDA shall be pro forma for Permitted Acquisitions as if they had occurred on the first day of the four-Fiscal Quarter period then ending.

“Secured Note Indenture” means the Indenture, dated as of October 21, 2013, among the Borrower, the Guarantor Subsidiaries and Wells Fargo Bank, National Association, as trustee, pursuant to which the Borrower has issued the Secured Notes, as such indenture may be amended, restated, supplemented or modified from time to time in accordance with Section 6.15.

“Secured Notes” means the Borrower’s 8.5% Secured Notes due 2019, issued pursuant to the Secured Note Indenture, together with any additional senior secured notes issued under the Secured Note Indenture after the Closing Date and expressly permitted hereunder, as such notes may be amended, restated, supplemented or modified from time to time in accordance with Section 6.15.

“Secured Notes Collateral Agent” means (i) initially, the “Collateral Agent” as defined in the Secured Note Indenture and (ii) after the refinancing of the Secured Notes, any collateral agent in respect of the Refinancing Secured Notes.

“Secured Notes Documents” means, collectively, the Secured Note Indenture, the Secured Notes, the security documents entered into pursuant to the Secured Note Indenture granting Liens on the Collateral (subject to the terms of the Intercreditor Agreement) and the other documents, agreements and instruments (including purchase agreements) entered into in connection with the issuance of the Secured Notes.

“Secured Notes Priority Collateral” means, collectively, all of the real, personal and mixed property in which Second Priority Liens are granted (or are purported to be granted) pursuant to the Collateral Documents as security for the Revolving Obligations and shall include all “Notes Priority Collateral” as defined in the Intercreditor Agreement (but shall specifically exclude all Revolving Priority Collateral).

“Secured Notes Secured Parties” means the trustee for the Secured Notes and the holders of the Secured Notes in each case from the time to time and shall include the comparable Persons in respect of any Refinancing Secured Notes.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

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“Securities Act” means the Securities Act of 1933.

“Seller” means Thor Industries, Inc., a Delaware corporation.

“Settlement Date” as defined in Section 2.15(h)(i).

“Shareholders’ Agreements” as defined in Section 3.1(n)(i).

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of the Borrower substantially in the form of Exhibit F-2.

“Solvent” means, with respect to any Credit Party, that as of the date of determination, (a) the sum of the assets, at a fair valuation, of the Borrower and its Restricted Subsidiaries taken as a whole will exceed their respective debts (including contingent liabilities), (b) the sum of the present fair saleable value of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole, will exceed their respective debts (including contingent liabilities), (c) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date, and (d) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise). 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.

“Specified Banks” as defined in Section 5.14(a)(i).

“Specified Default” means (x) any Specified Event of Default and (y) any Event of Default arising under (I) Section 8.1(c) (solely as it relates to a failure to comply with Section 5.14) or (II) Section 8.1(d) (solely as it relates to Section 4.25).

“Specified Equity Contribution” as defined in Section 8.2(a).

“Specified Event of Default” means any Event of Default arising under Section 8.1(a), 8.1(c) (solely as it relates to a failure to comply with Section 6.8), 8.1(e)(x) (solely is it relates to a failure to comply with Section 5.1(l)), 8.1(f) or 8.1(g).

“Sponsor” means AIP, LLC and its Control Investment Affiliates.

“Start Date” means (a) for purposes of the definition of Applicable Commitment Fee Percentage, the first day of each Fiscal Quarter (commencing with the first full Fiscal Quarter ending after the Closing Date) and (b) for purposes of the definition of Applicable Margin, the third Business Day immediately after the last day of the most recently ended Fiscal Quarter (commencing with the first full Fiscal Quarter ending after the Closing Date).

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“Subject Transaction” as defined in Section 1.3.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share “ of the former Person shall be deemed to be outstanding.

“Supermajority Lenders” means those Lenders which would constitute the Requisite Lenders under, and as defined in, this Agreement if the reference to “50%” contained therein were changed to “66 ²⁄₃%”.

“Swap Obligation” means, with respect to any Guarantor Subsidiary, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swing Line Back-Stop Arrangements” as defined in Section 2.2(b)(vi)(b).

“Swing Line Exposure” means, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing Line Exposure of any Lender at any time shall be its Pro Rata Share of the aggregate Swing Line Exposure at such time.

“Swing Line Lender” means DBNY in its capacity as Swing Line Lender hereunder, together with its permitted successors and assigns in such capacity; provided that, if the Extension is effected in accordance with Section 2.24, then on the occurrence of the Initial Revolving Commitment Termination Date, the Swing Line Lender at such time shall have the right to resign as Swing Line Lender on, or on any date within 20 Business Days after, the Initial Revolving Commitment Termination Date, upon not less than 10 days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the Borrower shall repay any outstanding Swing Line Loans made by the respective entity so resigning and such entity shall not be required to make any further Swing Line Loans hereunder. If at any time the Swing Line Lender has resigned in such capacity in accordance with Section 9.7 or as contemplated by the proviso to the immediately preceding sentence, then no Person shall be Swing Line Lender hereunder obligated to make Swing Line Loans unless and until (and only for so long as) a Lender (or Affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as the Swing Line Lender hereunder.

“Swing Line Loan” means a Loan made by the Swing Line Lender to the Borrower pursuant to Section 2.2.

“Swing Line Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

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“Swing Line Sublimit” means the lesser of (i) $15,000,000 and (ii) the unused amount of the Total Commitment as then in effect.

“Syndication Agent” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction, withholding (including backup withholding), assessment, fee or other charge of any nature imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tax on Income” means, with respect to a Person, (i) Tax imposed by the jurisdiction or any subdivision thereof in which that Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the case of a Lender, its lending office) is deemed to be doing business (a “Relevant Tax Jurisdiction”) based on or measured by all or part of the net income, net profits or gains of that Person (and/or, in the case of a Lender, its applicable lending office) and (ii) franchise (and similar) Taxes and branch profit (or similar) Taxes of any such Person (and/or in the case of a Lender, its Principal Office), in each case (i) imposed by any Relevant Tax Jurisdiction in lieu of income, profits or gains Taxes, or (ii) that are Other Connection Taxes.

“Tax Status Certificate” as defined in Section 2.19(d).

“Terminated Lender” as defined in Section 2.22.

“Title Company” as defined in Section 5.17(iii).

“Title Policy” as defined in Section 5.17(iii).

“Total Assets” means the total consolidated assets of the Borrower and its Restricted Subsidiaries as set forth on the most recent consolidated balance sheet of the Borrower.

“Total Commitment” means, at any time, the aggregate Commitments of the Lenders at such time. The Total Commitment as of the Closing Date is $150,000,000.

“Total Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter or other date of determination of:

(i) Consolidated Total Debt as of such day; to

(ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date (or if such date of determination is not the last day of a Fiscal Quarter, for the four-Fiscal Quarter period ending as of the most recently concluded Fiscal Quarter) for which financial statements have been delivered pursuant to Section 5.1(b) or (c), as the case may be;

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provided, however, Consolidated Adjusted EBITDA shall be pro forma for Permitted Acquisitions as if they had occurred on the first day of the four-Fiscal Quarter period then ending.

“Total Utilization of Revolving Commitments” means, as of any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swing Line Loans or reimbursing an Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swing Line Loans, and (iii) the Letter of Credit Usage.

“Transaction Costs” means the fees, costs and expenses (including reasonable legal fees and expenses) payable by the Borrower or any Subsidiary of the Borrower in connection with the Transactions.

“Transactions” means, collectively, (i) the consummation of the Existing Debt Refinancing and the Acquisition, (ii) the execution, delivery and performance by each Credit Party of the Credit Documents to which it is a party, the incurrence of Loans (if any) on the Closing Date and the use of proceeds thereof, (iii) the execution, delivery and performance by each Credit Party of the Secured Note Indenture and the other Secured Notes Documents, the issuance by the Borrower of the Secured Notes on the Closing Date and the use of the proceeds thereof and (iv) the payment of all Transaction Costs.

“Transferred Guarantor” as defined in Section 7.12.

“Treasury Services Agreement” as defined in the Pledge and Security Agreement.

“Treasury Services Creditors” as defined in the Pledge and Security Agreement.

“Treasury Services Obligations” as defined in the Pledge and Security Agreement.

“Type of Loan” means (i) with respect to Revolving Loans, a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line Loans, a Base Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unfunded Current Liability” of any Pension Plan means the amount, if any, by which the value of the accumulated plan benefits under the Pension Plan determined on a plan termination basis in accordance with actuarial assumptions at such time consistent with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).

“United States” and “U.S.” each means the United States.

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“Unrestricted” means cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries that are not Restricted.

“Unrestricted Subsidiary” means (i) on the Closing Date, ASV/MRV, Inc., Towables Co. LLC and Monaco RV LLC and (ii) after the Closing Date, any other Subsidiary of the Borrower designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to (and subject to the continuing requirements of) Section 5.18 after the Closing Date.

“Unsecured Acquisition Debt” as defined in Section 6.1(p).

“Unsecured Acquisition Debt Documents” means any indenture, loan agreement or other agreement governing the terms of any Unsecured Acquisition Debt.

“Value” means, as determined by the Administrative Agent in good faith, with respect to Eligible Inventory, the lower of (i) cost computed on a first-in first-out basis in accordance with GAAP or (ii) Fair Market Value.

“wholly-owned” means, as to any Person, (i) any corporation 100% of whose shares of Capital Stock is at the time owned by such Person and/or one or more wholly-owned Subsidiaries of such Person and (ii) any partnership, association, joint venture or other entity in which such Person and/or one or more wholly-owned Subsidiaries of such Person owns 100% of the shares of Capital Stock at such time (other than, in the case of preceding clauses (i) and (ii), director’s qualifying shares required under applicable law).

1.2 Accounting Terms. (a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by the Borrower to the Lenders pursuant to Sections 5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in Section 5.1(e), if applicable). For purposes of determining compliance with the covenant contained in Section 6.8 and the calculation of the Total Leverage Ratio, the Secured Leverage Ratio and the Fixed Charge Coverage Ratio, (i) all accounting terms herein shall be interpreted and all accounting determinations hereunder (in each case, unless otherwise provided for or defined herein) shall be made in accordance with GAAP as in effect from time to time and (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and all such determinations and calculations shall be calculated, in each case, without giving effect to any election under FAS 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof; provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend Section 6 or any subsection therein (including Section 6.8) or the calculation of the Total Leverage Ratio, the Secured Leverage Ratio or the Fixed Charge Coverage Ratio or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenants (or if the Administrative Agent notifies the Borrower that the Requisite Lenders wish to amend Section 6 or any subsection therein (including Section 6.8) or the calculation of the Total Leverage Ratio, the Secured Leverage Ratio or the Fixed Charge Coverage Ratio or any related definition for such purpose), then (i) the Borrower and the Administrative Agent shall negotiate in good faith to agree upon an

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appropriate amendment to such covenant and (ii) the Borrower’s compliance with Section 6 and any relevant subsections therein and the Total Leverage Ratio, the Secured Leverage Ratio and the Fixed Charge Coverage Ratio shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective until the earlier of the date on which (A) such notice is withdrawn and (B) Section 6 or such subsection therein and/or the Total Leverage Ratio, the Secured Leverage Ratio and/or the Fixed Charge Coverage Ratio are amended in a manner satisfactory to the Borrower and the Requisite Lenders. For the purposes of determining compliance under Sections 6.1, 6.2, 6.6, 6.7 and 6.8 with respect to any amount in a currency other than Dollars, such amount shall be deemed to equal the Dollar equivalent thereof at the time such amount was incurred or expended, as the case may be.

(b) Notwithstanding anything to the contrary contained in paragraph (a) above or the definition of “Capital Lease,” in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the date hereof shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Credit Document shall be made or delivered, as applicable, in accordance therewith (provided that together with all financial statements delivered to the Administrative Agent in accordance with the terms of this Agreement after the date of such accounting change, the Borrower shall deliver a schedule showing the adjustments necessary to reconcile such financial statement with GAAP as in effect immediately prior to such accounting change).

1.3 Certain Calculations. With respect to any period during which the Acquisition, a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), Consolidated Adjusted EBITDA, the Secured Leverage Ratio, the Total Leverage Ratio and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction or which are to be implemented by the business subject to that transaction or by the Borrower and its Restricted Subsidiaries as a result of such Subject Transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission or as otherwise reasonably approved by the Administrative Agent, which pro forma adjustments shall be certified by the chief financial officer of the Borrower) using, to the extent applicable and available, the historical financial statements (or, if not applicable and available, using such other financial information as may be reasonably acceptable to the Administrative Agent) of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of the Borrower and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, and any related transactions, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

In the case of any calculation of the Total Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio or Consolidated Adjusted EBITDA for any event described above that occurs prior to the date on which financial statements have been (or are

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required to be) delivered for the Fiscal Quarter ended on or about October 31, 2013, any such calculation to be made on a “Pro Forma Basis” shall use the financial statements delivered pursuant to Section 3.1(i) for the Fiscal Quarter ended on or about July 31, 2013. Notwithstanding anything to the contrary set forth in the immediately preceding paragraph, for the avoidance of doubt, when calculating the Fixed Charge Coverage Ratio for purposes of determining compliance with Section 6.8 (other than for the purpose of determining pro forma compliance with Section 6.8 as a condition to taking any action under this Agreement), the events described in the immediately preceding paragraph that occurred subsequent to the end of the applicable four-Fiscal Quarter period shall not be given pro forma effect.

Notwithstanding anything to the contrary set forth above in this Section 1.3 or elsewhere in this Agreement, in the case of any calculation of the Total Leverage Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio or Consolidated Adjusted EBITDA (other than in the case of a Subject Transaction which shall be calculated in accordance with the two preceding paragraphs in this Section 1.3) that includes any period prior to the Closing Date, (I) Consolidated Adjusted EBITDA shall be (A) based on the actual results of the Borrower and its Restricted Subsidiaries for such period (determined in accordance with the definition of “Consolidated Adjusted EBITDA” set forth in this Agreement) and (B) determined on a pro forma basis as if the Acquisition had occurred on the first day of such period, (II) Consolidated Fixed Charges shall include the actual “fixed charges” for such period (determined in a manner consistent with the definition of “Consolidated Fixed Charges” but excluding any scheduled payments of principal in respect of any Indebtedness repaid in full in connection with the Existing Debt Refinancing) and (III) the amount of Consolidated Capital Expenditures and Taxes shall be the amount actually spent or paid in cash during such period.

1.4 Interpretation, etc.

Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. In 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”. Unless the context otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

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Section 2    Loans and Letters of Credit

2.1 Revolving Loans.

(a) Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans from time to time to the Borrower in an aggregate amount up to but not exceeding such Lender’s Commitment; provided, that after giving effect to the making of any Revolving Loans, in no event shall the Total Utilization of Revolving Commitments exceed the lesser of (i) the Total Commitment then in effect and (ii) the Aggregate Borrowing Base then in effect. Amounts borrowed pursuant to this Section 2.1(a) may be repaid and, subject to the terms and conditions of this Agreement, reborrowed during the Revolving Commitment Period. Each Lender’s Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other Obligations owed hereunder with respect to the Revolving Loans and the Commitments of such Lender shall be paid in full no later than such date.

(b) Borrowing Mechanics for Revolving Loans.

(i) Except pursuant to Sections 2.2(b)(iv), 2.2(b)(vii) and 2.3(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $150,000 and integral multiples of $50,000 in excess of that amount (or such lesser amounts as may be necessary pursuant to Sections 2.2(b)(iv) and (vii)), and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $150,000 and integral multiples of $50,000 in excess of that amount (or such lesser amounts as may be necessary pursuant to Sections 2.2(b)(iv) and (vii)).

(ii) Whenever the Borrower desires that the Lenders make Revolving Loans, the Borrower shall deliver to the Administrative Agent a fully executed and delivered Funding Notice no later than 12:00 p.m. (New York City time) at least (x) three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan and (y) one Business Day in advance of the proposed Credit Date in the case of a Base Rate Loan (including an Agent Advance) (provided that, with respect to any such Funding Notice to be delivered by the Borrower in respect of the Closing Date, such Funding Notice shall be delivered no later than 10:00 a.m. (New York City time) on the Closing Date). Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to make a borrowing in accordance therewith.

(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, and the applicable interest rate, shall be promptly provided by the Administrative Agent to each applicable Lender by facsimile.

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(iv) Each Lender shall make the amount of its Revolving Loan available to the Administrative Agent not later than 1:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of immediately available funds in Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Revolving Loans available to the Borrower on the applicable Credit Date by causing an amount of immediately available funds in Dollars equal to the proceeds of all such Revolving Loans received by the Administrative Agent from the Lenders to be credited to the account of the Borrower at the Administrative Agent’s Principal Office or such other account as may be designated in writing to the Administrative Agent by the Borrower; provided that, if, on the date of any borrowing of Revolving Loans, any Issuing Bank has made any payment or disbursement under any Letter of Credit issued by it that has not been reimbursed by the Borrower or there are Swing Line Loans then outstanding, then the proceeds of such Revolving Loans shall be applied, first, to the payment in full of any payment or disbursement under any Letter of Credit that has not been reimbursed by the Borrower, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as otherwise provided above.

(c) Agent Advances. In the event that the Borrower is unable to comply with the conditions precedent to the making of Revolving Loans set forth in Section 3.2(a) (other than clauses (i) and (ii)(x) thereof), the Lenders, subject to the immediately succeeding two provisos, hereby authorize the Administrative Agent, for the account of the Lenders, to make Revolving Loans to the Borrower, solely in the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (A) to preserve or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations or (C) to pay any other amount chargeable to the Borrower pursuant to the terms of this Agreement, including documented Expenses and fees which are invoiced in reasonable detail; provided that such Revolving Loans may only be made as Base Rate Loans (each, an “Agent Advance”), for a period commencing on the date the Administrative Agent first receives a Funding Notice requesting an Agent Advance until the earliest of (x) the twentieth Business Day after such date, (y) the date the Borrower is again able to comply with the conditions precedent to the making of Revolving Loans, or obtain an amendment or waiver with respect thereto, and (z) the date the Requisite Lenders instruct the Administrative Agent to cease making Agent Advances; provided further, that the Administrative Agent shall not make any Agent Advance to the extent that at the time of the making of such Agent Advance, (I) the amount of such Agent Advance when added to the aggregate outstanding amount of all other Agent Advances at such time, would exceed 10% of the Aggregate Borrowing Base at such time or (II) the amount of such Agent Advance (after giving effect thereto) would cause the Revolving Exposure of any Lender to exceed the amount of such Lender’s Commitment at such time. Agent Advances may be made by the Administrative Agent in its sole discretion and the Borrower shall have no right whatsoever to require that any Agent Advances be made, provided that the Administrative Agent shall promptly notify the Borrower following the occurrence of an Agent Advance. Agent Advances will be subject to periodic settlement with the Lenders pursuant to Section 2.15(h).

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2.2 Swing Line Loans.

(a) Swing Line Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, the Swing Line Lender hereby agrees to make Swing Line Loans to the Borrower from time to time in an aggregate amount up to but not exceeding the Swing Line Sublimit; provided, that after giving effect to the making of any Swing Line Loan, in no event shall the Total Utilization of Revolving Commitments exceed the lesser of (i) the Total Commitment then in effect and (ii) the Aggregate Borrowing Base then in effect. Swing Line Loans shall be incurred and maintained as Base Rate Loans. Amounts borrowed pursuant to this Section 2.2 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed during the Revolving Commitment Period. The Swing Line Lender’s obligation to make Swing Line Loans hereunder shall expire on the Revolving Commitment Termination Date and all Swing Line Loans and all other amounts owed hereunder with respect to the Swing Line Loans shall be paid in full no later than such date; provided, that, if on the occurrence of the Initial Revolving Commitment Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.3(i)), there shall exist sufficient unutilized Extended Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Commitments, which will remain in effect after the occurrence of the Initial Revolving Commitment Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and same shall be deemed to have been incurred solely pursuant to the Extended Commitments, and such Swing Line Loans shall not be so required to be repaid in full on the Initial Revolving Commitment Termination Date.

(b) Borrowing Mechanics for Swing Line Loans.

(i) Swing Line Loans shall be made in an aggregate minimum amount of $100,000 and integral multiples of $25,000 in excess of that amount.

(ii) Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, the Borrower shall deliver to the Administrative Agent a Funding Notice no later than 12:00 p.m. (New York City time) on the proposed Credit Date.

(iii) The Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 2:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of immediately available funds in Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the Borrower on the applicable Credit Date by causing an amount of immediately available funds in Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Borrower at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the Borrower.

(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Borrower pursuant to Section 2.12, the Swing Line Lender

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may at any time in its sole and absolute discretion deliver to the Administrative Agent (with a copy to the Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by the Borrower) requesting that each Lender make Revolving Loans (provided that such notice shall be deemed to have been automatically given upon the occurrence of a Default or an Event of Default under Sections 8.1(f) and (g) or upon the exercise of any of the remedies provided in the last paragraph of Section 8.1) that are Base Rate Loans to the Borrower on such Credit Date in an amount equal to the amount of such Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests the Lenders to prepay. Promptly after receipt by the Administrative Agent of such notice, the Administrative Agent shall notify each such Lender thereof. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders (other than the Swing Line Lender) shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrower and shall be due under the Revolving Loan Notes issued by the Borrower to the Swing Line Lender. The Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by the Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.16.

(v) If for any reason Revolving Loans are not made pursuant to Section 2.2(b)(iv) in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third (3rd) Business Day after demand for payment thereof by the Swing Line Lender, each Lender shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swing Line Lender, each Lender shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of the Swing Line Lender. In the event any Lender fails to make available to the Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the Swing Line Lender shall be entitled to

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recover such amount on demand from such Lender together with interest thereon for three Business Days at the overnight Federal Funds Effective Rate (or at such higher rate customarily used by the Swing Line Lender for the correction of errors among banks) and thereafter at the interest rate applicable to Revolving Loans that are maintained as Base Rate Loans.

(vi) (a) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Credit Party or any other Person for any reason whatsoever, (B) the occurrence or continuation of a Default or an Event of Default, (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Credit Party, (D) the amount of the Refunded Swing Line Loans does not comply with the minimum amounts set forth in Section 2.l(b)(i), (E) any of the conditions specified in Section 3 are not satisfied, (F) the date of such Refunded Swing Line Loan, (G) the amount of the Total Utilization of Revolving Commitments at such time, the Total Commitment then in effect or the Aggregate Borrowing Base then in effect, (H) any breach of this Agreement or any other Credit Document by any party hereto or thereto, or (I) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, and (2) the Swing Line Lender shall not be obligated to make any Swing Line Loans if it has received written notice from the Borrower, any other Credit Party or the Requisite Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swing Line Lender shall have received written notice (i) of rescission of all such notices from the party or parties originally delivering such notice or notices, (ii) of the waiver of such Default or Event of Default by the Requisite Lenders or (iii) of Default or Event of Default no longer continuing or having been cured.

(b) Notwithstanding anything to the contrary contained in this Agreement, if any Swing Line Exposure exists at the time a Lender Default exists or occurs then:

(A) all or any part of such Swing Line Exposure shall be reallocated (in whole or in part) 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 Exposures plus such Defaulting Lender’s LC Exposure that is allocated pursuant to Section 2.3(a)(II) to the Non Defaulting Lenders and Swing Line 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 (it being understood that the Administrative Agent shall provide the Borrower with the amounts reallocated; provided, that the failure to provide such notice shall not relieve the Borrower from its obligations set forth in this Section 2.2(b)(vi)(b)); and

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(B) if the reallocation described in clause (A) above cannot, or can only partially, be effected, within three Business Days after the Administrative Agent has (or the Requisite Lenders have) sent notice to the Borrower that a Lender has become a Defaulting Lender, the Borrower shall enter into arrangements satisfactory to the Administrative Agent and the Swing Line Lender pursuant to which the Borrower shall cash collateralize such Defaulting Lender’s Swing Line Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) (such arrangements, the “Swing Line Back-Stop Arrangements”) for so long as such Swing Line Exposure is outstanding; provided, however, until such time as such Swing Line Back-Stop Arrangements have been entered into (to the extent required to be so entered into pursuant to this clause (B)), the Swing Line Lender shall not be required to fund any Swing Line Loan.

(vii) Notwithstanding anything contained herein to the contrary, no Swing Line Loans may be outstanding for more than 5 consecutive Business Days. To the extent a Swing Line Loan has not been voluntarily prepaid by the Borrower pursuant to Section 2.12 or otherwise repaid with a borrowing of Revolving Loans within 5 Business Days of the making of such Swing Line Loan by the Swing Line Lender, then the Swing Line Lender shall request the Lenders to make Revolving Loans pursuant to Section 2.2(b)(iv). The amount of any such Swing Line Loans prepaid or repaid pursuant to Section 2.2(b)(iv) may not be reborrowed for a period of 3 days. Nothing in this clause (vii) shall be construed to impose any additional obligations, except the obligation to request Revolving Loans pursuant to the immediately preceding sentence, on the Swing Line Lender other than those obligations otherwise set forth in this Agreement.

2.3 Issuance of Letters of Credit and Purchase of Participations Therein.

(a) Letters of Credit. (I) During the period from the Closing Date until the 30^th day before the end of the Revolving Commitment Period, subject to the terms and conditions hereof, each Issuing Bank agrees to issue Letters of Credit, in an aggregate amount up to but not exceeding the Letter of Credit Sublimit, for the account of the Borrower, and for the benefit of (x) in the case of a standby Letter of Credit, any holder (or any trustee, agent or other similar representative for any such holders) of L/C Supportable Obligations, and (y) in the case of a trade Letter of Credit, sellers of goods to the Borrower or any of its Restricted Subsidiaries; provided:

(i) each Letter of Credit shall be denominated in Dollars;

(ii) the initial stated amount of each Letter of Credit shall not be less than $20,000 or such lesser amount as is acceptable to such Issuing Bank;

(iii) after giving effect to such issuance, (x) the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit and (y) the Total Utilization of Revolving Commitments shall not exceed the lesser of (A) the Total Commitment then in effect and (B) the Aggregate Borrowing Base then in effect;

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(iv) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the fifth Business Day prior to the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit;

(v) in no event shall any trade Letter of Credit have an expiration date later than the earlier of (1) the fifth day prior to the Revolving Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such trade Letter of Credit;

(vi) in no event shall any Letter of Credit be issued if such Letter of Credit is otherwise unacceptable to such Issuing Bank in its reasonable discretion; and

(vii) all such Letters of Credit shall provide for sight drawings.

Subject to the foregoing, an Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless such Issuing Bank elects not to extend for any such additional period; provided, that no Issuing Bank shall extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time such Issuing Bank must elect to allow such extension. In addition, notwithstanding the foregoing, no Issuing Bank shall be under any obligation to issue any Letter of Credit if at the time of such issuance:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall purport by its terms to enjoin or restrain such Issuing Bank from issuing such Letter of Credit or any requirement of law applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect with respect to such Issuing Bank on the date hereof, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to such Issuing Bank as of the date hereof and which such Issuing Bank reasonably and in good faith deems material to it; or

(ii) such Issuing Bank shall have received from the Borrower, any other Credit Party or the Requisite Lenders prior to the issuance of such Letter of Credit notice of the type described in the third sentence of Section 2.3(b).

(II) Notwithstanding anything to the contrary contained in this Agreement, if any LC Exposure exists at the time a Lender Default exists or occurs then:

(a) all or any part of such LC Exposure shall be reallocated (in whole or in part) 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 Exposures plus such Defaulting Lender’s LC Exposure and Swing Line Exposure that is allocated pursuant to

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Section 2.2(b)(vi)(b) to the Non Defaulting Lenders 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 (it being understood that the Administrative Agent shall provide the Borrower with the amounts reallocated; provided, that the failure to provide such notice shall not relieve the Borrower from its obligations set forth in this Section 2.3(a)(II));

(b) if the reallocation described in clause (a) above cannot, or can only partially, be effected, within three Business Days after the Administrative Agent has (or the Requisite Lenders have) sent notice to the Borrower that a Lender has become a Defaulting Lender, the Borrower shall enter into arrangements satisfactory to the Administrative Agent and the respective Issuing Banks pursuant to which the Borrower shall cash collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (a) above) (such arrangements, the “Letter of Credit Back-Stop Arrangements”) for so long as such LC Exposure is outstanding; provided, however, until such time as such Letter of Credit Back-Stop Arrangements have been entered into (to the extent required to be so entered into pursuant to this clause (b)), no Issuing Bank shall be required to issue, extend or increase any Letter of Credit;

(c) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to this Section 2.3(a)(II), the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.10 with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(d) if any of the LC Exposure of the Non Defaulting Lenders is reallocated pursuant to this Section 2.3(a)(II), then the fees payable to the Lenders pursuant to Section 2.10 shall be adjusted in accordance with such Non Defaulting Lenders’ Pro Rata Share; and

(e) if any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this Section 2.3(a)(II), then without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all letter of credit fees payable under Section 2.10 with respect to such Defaulting Lender’s LC Exposure shall be payable to such Issuing Bank until such LC Exposure is cash collateralized or reallocated.

(b) Notice of Issuance. Whenever the Borrower desires the issuance of a Letter of Credit (other than any Existing Letter of Credit), it shall deliver to the Administrative Agent (with a copy to the respective Issuing Bank) an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business Days, or such shorter period as may be agreed to by such Issuing Bank in any particular instance, in advance of the proposed date of issuance. The making of each Issuance Notice (and the deemed issuance of each Existing Letter of Credit as contemplated in Section 2.3(h)) shall be deemed to be a representation and warranty by the

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Borrower to the Lenders that such Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 2.3(a)(I). Unless an Issuing Bank has received notice from the Borrower, any other Credit Party or the Requisite Lenders before it issues a Letter of Credit that one or more of the conditions specified in Section 3.2 are not then satisfied, or that the issuance of such Letter of Credit would violate Section 2.3(a)(I), then such Issuing Bank shall, subject to the terms and conditions of this Agreement, issue the requested Letter of Credit for the account of the Borrower in accordance with such Issuing Bank’s standard operating procedures. Promptly after the issuance or amendment of a standby Letter of Credit, the respective Issuing Bank shall notify the Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such issuance or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender, in writing, of such Letter of Credit or amendment and if so requested by a Lender, the Administrative Agent shall furnish such Lender with a copy of such Letter of Credit or amendment. Each Issuing Bank shall furnish the Administrative Agent, by facsimile, on the first Business Day of each week with a report detailing the daily aggregate Letter of Credit outstandings for the previous week. In the event of any conflict between the terms of a Letter of Credit or Letter of Credit application and this Agreement, the terms of this Agreement shall govern and control.

(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, no Issuing Bank shall have any obligation relative to the other Lenders other than to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between the Borrower and each Issuing Bank, the Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, no Issuing Bank shall be responsible for:

(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;

(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;

(iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit so long as such conditions are complied with in all material respects;

(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher;

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(v) errors in interpretation of technical terms;

(vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof;

(vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or

(viii) any consequences arising from causes beyond the control of such Issuing Bank, including any Governmental Acts;

and none of the above shall affect or impair, or prevent the vesting of, any of such Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by an Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of such Issuing Bank to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.3(c), the Borrower shall retain any and all rights it may have against an Issuing Bank for any liability to the extent arising solely out of the gross negligence or willful misconduct of such Issuing Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(d) Reimbursement by the Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event an Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall promptly notify the Borrower and the Administrative Agent, and the Borrower shall reimburse such Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in immediately available funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless the Borrower shall have notified the Administrative Agent and such Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that the Borrower intends to reimburse such Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, the Borrower shall be deemed to have given a timely Funding Notice to the Administrative Agent requesting the Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing (and the Administrative Agent shall promptly notify each Lender of such deemed request), and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, the Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by the Administrative Agent to reimburse such Issuing Bank for the amount of such honored drawing; and provided, further, if for any reason proceeds of Revolving Loans are not received by such Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, the Borrower shall reimburse such Issuing Bank, on demand, in an amount in immediately available funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.3(d) shall be deemed to relieve any Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and the Borrower shall retain any and all rights it may have against any such Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.3(d).

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(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to have purchased, and hereby agrees to irrevocably and unconditionally purchase, from the respective Issuing Bank, without recourse or warranty, an undivided interest and participation in such Letter of Credit, any drawings honored thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or guaranty pertaining thereto in an amount equal to such Lender’s Pro Rata Share of the maximum amount which is or at any time may become available to be drawn thereunder. Upon the request of a Lender, each Issuing Bank shall furnish to such Lender copies of any standby Letter of Credit issued by it and such other documentation as may be reasonably requested by such Lender. In the event that the Borrower shall fail for any reason to reimburse an Issuing Bank as provided in Section 2.3(d), such Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share. Each Lender shall make available to the respective Issuing Bank an amount equal to its respective participation, in Dollars and in immediately available funds, at the office of such Issuing Bank specified in such notice, not later than 12:00 p.m. (New York City time) on the first Business Day (under the laws of the jurisdiction in which such office of such Issuing Bank is located which is also a Business Day in New York City) after the date notified by such Issuing Bank. In the event that any Lender fails to make available to the respective Issuing Bank on such Business Day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.3(e), such Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the overnight Federal Funds Effective Rate (or at such higher rate customarily used by such Issuing Bank for the correction of errors among banks) and thereafter at the interest rate then applicable to Revolving Loans that are maintained as Base Rate Loans. Nothing in this Section 2.3(e) shall be deemed to prejudice the right of any Lender to recover from an Issuing Bank any amounts made available by such Lender to such Issuing Bank pursuant to this Section 2.3(e) in the event that it is determined that the payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of such Issuing Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision). In the event an Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.3(e) for all or any portion of any drawing honored by such Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by such Issuing Bank from the Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f) Obligations Absolute. The obligation of the Borrower to reimburse each Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by the Lenders pursuant to Section 2.3(d) and the obligations of the Lenders under Section 2.3(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances:

(i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any of the other Credit Documents;

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(ii) the existence of any claim, set off, defense or other right which the Borrower, any other Credit Party or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), any Issuing Bank, any Lender or any other Person or, in the case of a Lender, against the Borrower or any other Credit Party, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between the Borrower or any of its Restricted Subsidiaries and the beneficiary for which any Letter of Credit was procured);

(iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) payment by any Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit;

(v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower or any of its Restricted Subsidiaries;

(vi) any breach hereof or any other Credit Document by any party thereto;

(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing;

(viii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

(ix) the fact that an Event of Default or a Default shall have occurred and be continuing;

provided, in each case, that payment by such Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of such Issuing Bank under the circumstances in question (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(g) Indemnification. Without duplication of any obligation of the Borrower under Section 10.2 or 10.3, in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses

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(including reasonable fees, expenses and disbursements of counsel) which such Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing Bank, other than as a result of the gross negligence or willful misconduct of such Issuing Bank (as determined by a court of competent jurisdiction in a final and non-appealable decision), or (ii) the failure of such Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

(h) Existing Letters of Credit. Schedule 2.3 contains a description of certain letters of credit issued pursuant to the Existing Credit Agreement and outstanding on the Closing Date (and setting forth, with respect to each such letter of credit, (i) the name of the issuing bank, (ii) the letter of credit number, (iii) the name(s) of the account party or account parties, (iv) the stated amount (including the currency in which such letter of credit is denominated, which shall be Dollars), (v) the name of the beneficiary, (vi) the expiry date and (vii) whether such letter of credit constitutes a standby letter of credit or a trade letter of credit). Each such letter of credit that will remain outstanding on the Closing Date and is listed on Part 2 of Schedule 2.3, including any extension or renewal thereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing Letter of Credit” and, collectively, the “Existing Letters of Credit”)) shall constitute a “Letter of Credit” for all purposes of this Agreement and issued, for purposes of this Agreement, on the Closing Date. Any Lender hereunder (and any of such Lender’s Affiliates and/or branches) which has issued an Existing Letter of Credit shall constitute an “Issuing Bank” for all purposes of this Agreement.

(i) Extended Commitments. If the Initial Revolving Commitment Termination Date shall have occurred at a time when Extended Commitments are in effect, then such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein and make payments in respect thereof pursuant to this Section 2.3) under (and ratably participated in by the Lenders under the applicable tranche pursuant to) the Extended Commitments up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Extended Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated). Except to the extent of reallocations of participations pursuant to prior sentence, the occurrence of the Initial Revolving Commitment Termination Date shall have no effect upon (and shall not diminish) the percentage participations of the Lenders in any Letter of Credit issued before the Initial Revolving Commitment Termination Date.

2.4 Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by the Lenders simultaneously and proportionately to their respective Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby and (ii) each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to make its Loans hereunder.

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(b) Availability of Funds. Unless the Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to the Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such Credit Date and the Administrative Agent may, in its sole discretion (subject to Section 3.2(a)), but shall not be obligated to, make available to the Borrower a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at a rate per annum equal to the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to such Loans for each day thereafter. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Administrative Agent together with interest thereon for each day from such Credit Date until the date such amount is paid to the Administrative Agent, at the rate payable hereunder for Base Rate Loans. Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.5 Use of Proceeds. The proceeds of Loans and Letters of Credit (a) made on the Closing Date shall be applied by the Borrower to effect the Acquisition and the Existing Debt Refinancing, to pay Transaction Costs of the Borrower and its Restricted Subsidiaries and to cash collateralize and/or backstop letters of credit and (b) made on and after the Closing Date shall be utilized for working capital and general corporate purposes (including to effect Permitted Acquisitions and Consolidated Capital Expenditures permitted hereunder); provided that no proceeds of Swing Line Loans may be used to repay or prepay outstanding Swing Line Loans. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

2.6 Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of the Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or the Borrower’s Obligations in respect of any applicable Loans; and provided, further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. The Administrative Agent shall, on behalf of the Borrower, maintain at its Principal Office a copy of each Assignment Agreement delivered to it as provided in Section 10.6(e) and a register for the recordation of the names and addresses of the Lenders

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and the outstanding Commitments and Loans of each Lender from time to time (the “Register”). The Register shall be available for inspection by the Borrower or any Lender (but only as to its own holdings) at any reasonable time and from time to time upon reasonable prior notice. The Administrative Agent shall record in the Register the Commitments and the Loans, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on the Borrower and each Lender, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Commitments or the Borrower’s Obligations in respect of any Loan. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent solely for purposes of maintaining the Register as provided in this Section 2.6, and the Borrower hereby agrees that, to the extent the Administrative Agent serves in such capacity, the Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to the Borrower (with a copy to the Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, the Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s receipt of such notice) a Note or Notes to evidence such Lender’s Revolving Loan or Swing Line Loan, as the case may be. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) incurred by the Borrower which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guarantees therefor provided pursuant to the various Credit Documents. Any Lender which does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described above in this Section 2.6(c). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note in the appropriate amount or amounts to evidence such Loans.

2.7 Interest on Loans.

(a) Except as otherwise set forth herein, each Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i) in the case of Revolving Loans:

(1) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, each as in effect from time to time; or

(2) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate for the respective Interest Period plus the Applicable Margin as in effect from time to time; and

(ii) in the case of Swing Line Loans, at the Base Rate plus the Applicable Margin, each as in effect from time to time.

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(b) The basis for determining the rate of interest with respect to any Loan (except Swing Line Loans, which shall be made and maintained as Base Rate Loans only), and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by the Borrower and notified to the Administrative Agent and the Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to the Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than 10 Interest Periods outstanding at any time (or such greater number as shall be permitted by the Administrative Agent). In the event the Borrower fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event the Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, the Borrower shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, the Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to the Borrower and each Lender. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.

(d) Interest payable pursuant to Section 2.7(a) shall be computed (i) in the case of Base Rate Loans based upon the Prime Lending Rate on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans or Base Rate Loans not based upon the Prime Lending Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(e) Except as otherwise set forth herein, interest on each Loan shall be payable by the Borrower in arrears on and to (i) each Interest Payment Date applicable to that

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Loan, (ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid, and (iii) at maturity, including final maturity; provided, however, with respect to any voluntary prepayment of a Base Rate Loan (other than a repayment in full of Base Rate Loans), accrued interest shall instead be payable on the applicable Interest Payment Date.

(f) The Borrower agrees to pay to each Issuing Bank, with respect to drawings honored under any Letter of Credit issued by it, interest on the amount paid by such Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of the Borrower at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

(g) Interest payable pursuant to Section 2.7(f) shall be computed on the basis of a 360-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by an Issuing Bank of any payment of interest pursuant to Section 2.7(f), such Issuing Bank shall distribute to each Lender, out of the interest received by such Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which such Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event an Issuing Bank shall have been reimbursed by the Lenders for all or any portion of such honored drawing, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by such Issuing Bank in respect of that portion of such honored drawing so reimbursed by the Lenders for the period from the date on which such Issuing Bank was so reimbursed by the Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by the Borrower.

2.8 Conversion/Continuation.

(a) Subject to Section 2.17 and so long as no Event of Default shall have occurred and then be continuing (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan), the Borrower shall have the option:

(i) to convert, on any Business Day, all or any part of any Revolving Loan equal to $150,000 and integral multiples of $50,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless the Borrower shall pay all amounts due under Section 2.17 in connection with any such conversion; or

(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Eurodollar Rate Loan equal to $150,000 and integral multiples of $50,000 in excess of that amount as a Eurodollar Rate Loan.

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(b) The Borrower shall deliver a Conversion/Continuation Notice to the Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed Conversion/Continuation Date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and the Borrower shall be bound to effect a conversion or continuation in accordance therewith. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

2.9 Default Interest. The principal amount of all Loans not paid when due and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder and under any Credit Document not paid when due, shall thereafter bear interest (including post petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws whether or not allowed as a claim under the Bankruptcy Code or other applicable bankruptcy law) payable on demand at a rate per annum equal to the rate that is 2.0% per annum in excess of the highest interest rate otherwise then payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.9 is not a permitted alternative to timely payment and shall not constitute a waiver of any Default or Event of Default or otherwise prejudice or limit any rights or remedies of any Agent or any Lender.

2.10 Fees.

(a) The Borrower agrees to pay to the Lenders:

(i) commitment fees equal to (1) the average of the daily difference between (a) the Total Commitment, and (b) the sum of (x) the aggregate principal amount of outstanding Revolving Loans plus (y) the Letter of Credit Usage multiplied by (2) the Applicable Commitment Fee Percentage; and

(ii) letter of credit fees equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.10(a) shall be paid to the Administrative Agent at its Principal Office and upon receipt, the Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

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(b) The Borrower agrees to pay directly to each Issuing Bank, for its own account, the following fees:

(i) a fronting fee equal to 0.125%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit issued by such Issuing Bank (determined as of the close of business on any date of determination) (but in no event shall such fronting fee be less than $500 per annum for each Letter of Credit); and

(ii) such administrative, documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with such Issuing Bank’s standard schedule (or other customary arrangement) for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c) All fees referred to in Section 2.10(a) and 2.10(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last Business Day of each calendar quarter of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date.

(d) In addition to any of the foregoing fees, the Borrower agrees to pay to the Agents (or their respective Affiliates) such other fees in the amounts and at the times separately agreed upon.

2.11 Scheduled Payments/Commitment Reductions. Revolving Loans and Swing Line Loans shall be paid in full on the Revolving Commitment Termination Date.

2.12 Voluntary Prepayments/Commitment Reductions.

(a) Voluntary Prepayments.

(i) Any time and from time to time:

(1) with respect to Base Rate Loans (other than Swing Line Loans), the Borrower may prepay any such Base Rate Loans on any Business Day in whole or in part, in an aggregate minimum amount of $150,000 and integral multiples of $50,000 in excess of that amount;

(2) with respect to Eurodollar Rate Loans, subject to Section 2.17(c), the Borrower may prepay any such Eurodollar Rate Loans on any Business Day in whole or in part in an aggregate minimum amount of $150,000 and integral multiples of $50,000 in excess of that amount; and

(3) with respect to Swing Line Loans, the Borrower may prepay any such Swing Line Loans on any Business Day in whole or in part in an aggregate minimum amount of $100,000 and integral multiples of $25,000 in excess of that amount.

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(ii) All such prepayments shall be made:

(1) upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans (other than Swing Line Loans);

(2) upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans; and

(3) upon written or telephonic notice on the date of prepayment, in the case of Swing Line Loans;

in each case given to the Administrative Agent or the Swing Line Lender, as the case may be, by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to the Administrative Agent (and the Administrative Agent will promptly transmit such telephonic or original notice for Revolving Loans, as the case may be, by facsimile or telephone promptly confirmed in writing to each Lender) or the Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.14(a).

(b) Voluntary Commitment Reductions.

(i) The Borrower may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to the Administrative Agent (which original written or telephonic notice the Administrative Agent will promptly transmit by facsimile or telephone promptly confirmed in writing to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Total Commitment in an amount up to the amount by which the Total Commitment exceeds the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Total Commitment shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount.

(ii) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Total Commitment shall be effective on the date specified in the Borrower’s notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share thereof.

2.13 Mandatory Prepayments. The Borrower shall from time to time prepay first, the Swing Line Loans, and second, the Revolving Loans, and third, to the extent no Loans are (or remain) outstanding, cash collateralize (in a manner, and pursuant to arrangements, reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) Letters of Credit, in each case to the extent necessary so that the Total Utilization of Revolving Commitments shall not at any time exceed the lesser of (i) the Total Commitment then in effect and (ii) the Aggregate Borrowing Base as then in effect; provided, however, such cash collateral shall, so long as no Default or Event of Default shall have occurred and then be continuing, be returned to the Borrower upon the Total Utilization of Revolving Commitments becoming less than the lesser of (x) the Total Commitment then in effect or (y) the Aggregate Borrowing Base then in effect, other than as a result of providing cash collateral.

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2.14 Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.12(a) shall be applied as follows:

(1) first, to repay outstanding Swing Line Loans to the full extent thereof; and

(2) second, to repay outstanding Revolving Loans to the full Extent thereof.

(b) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Any prepayment of Loans shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.17(c).

2.15 General Provisions Regarding Payments.

(a) All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in immediately available funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at the Administrative Agent’s Principal Office for the account of the Lenders; provided, that funds received by the Administrative Agent after that time on such due date shall be deemed to have been paid by the Borrower on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Base Rate Loans unless such Base Rate Loans are prepaid or repaid in full) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c) The Administrative Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due to such Lender, including all fees payable to such Lender with respect thereto, to the extent received by the Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, the Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of “Interest Period”, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the Commitment fees and any Letter of Credit fees hereunder.

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(f) The Borrower hereby authorizes the Administrative Agent to charge the Borrower’s accounts with the Administrative Agent in order to cause timely payment to be made to the Administrative Agent of all principal, Letter of Credit reimbursements, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g) The Administrative Agent shall deem any payment by or on behalf of the Borrower hereunder that is not made in immediately available funds prior to 12:00 p.m. (New York City time) on the date when due (or scheduled to be due) to be a non-conforming payment. Any such payment shall not be deemed to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. The Administrative Agent shall give prompt telephonic notice to the Borrower and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or an Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.9 from the date such amount was due and payable until the date such amount is paid in full.

(h) Agent Advances made pursuant to Section 2.1(c) shall be subject to periodic settlement as follows:

(i) The amount of each Lender’s Pro Rata Share of Revolving Loans shall be computed weekly (or more frequently in the Administrative Agent’s sole discretion) and shall be adjusted upward or downward on the basis of the amount of outstanding Revolving Loans as of 5:00 P.M. (New York City time) on the last Business Day of each week, or such other period specified by the Administrative Agent (each such date, a “Settlement Date”). The Lenders shall transfer to the Administrative Agent, or the Administrative Agent shall transfer to the Lenders, such amounts as are necessary so that (after giving effect to all such transfers) the amount of Revolving Loans made by each Lender shall be equal to such Lender’s Pro Rata Share of the aggregate amount of Revolving Loans outstanding as of such Settlement Date. If a notice from the Administrative Agent of any such necessary transfer is received by a Lender on or prior to 12:00 Noon (New York City time) on any Business Day, then such Lender shall make transfers described above in immediately available funds no later than 3:00 P.M. (New York City time) on the day such notice was received; and if such notice is received by a Lender after 12:00 Noon (New York City time) on any Business Day, such Lender shall make such transfers no later than 1:00 P.M. (New York City time) on the next succeeding Business Day. The obligation of each of the Lenders to transfer such funds shall be irrevocable and unconditional and without recourse to, or without representation or warranty by, the Administrative Agent. Each of the Administrative Agent and each Lender agrees and the Lenders agree to mark their respective books and records on each Settlement Date to show at all times the dollar amount of their respective Pro Rata Share of the outstanding Revolving Loans on such date.

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(ii) To the extent that the settlement described in preceding clause (i) shall not yet have occurred with respect to any particular Settlement Date, upon any repayment of Revolving Loans by the Borrower prior to such settlement, the Administrative Agent may apply such amounts repaid directly to the amounts that would otherwise be made available by the Administrative Agent pursuant to this Section 2.15(h).

(iii) Because the Administrative Agent on behalf of the Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when such Lenders will actually advance and/or be repaid such Revolving Loans, interest with respect to such Revolving Loans shall be allocated by the Administrative Agent to each such Lender and the Administrative Agent in accordance with the amount of such Revolving Loans actually advanced by and repaid to each such Lender and the Administrative Agent and shall accrue from and including the date such Revolving Loans are so advanced to but excluding the date such Revolving Loans are either repaid by the Borrower in accordance with the terms of this Agreement or actually settled by the Administrative Agent or the applicable Lender as described in this Section 2.15(h).

2.16 Ratable Sharing. The Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder directly by the Borrower.

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2.17 Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that the Administrative Agent shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances affecting the interbank Eurodollar market adequate and fair means do not exist for ascertaining the interest rate applicable to such Eurodollar Rate Loans on the basis provided for in the definition of “Adjusted Eurodollar Rate”, the Administrative Agent shall on such date give notice (by facsimile or by telephone confirmed in writing) to the Borrower and each Lender of such determination, whereupon (i) no Revolving Loans may be made or continued as, or converted to, Eurodollar Rate Loans until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by the Borrower with respect to the Revolving Loans in respect of which such determination was made shall be deemed to be rescinded by the Borrower.

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto but shall be made only after consultation with the Borrower and the Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the interbank Eurodollar market or the position of such Lender in that market, then, and in any such event, such Lender shall be an “Affected Lender” and it shall on that day give notice (by facsimile or by telephone confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender to make or continue Revolving Loans as, or to convert Revolving Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender shall make such Revolving Loan as (or continue such Revolving Loan as or convert such Revolving Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by the Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Borrower shall have the option, subject to the provisions of

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Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by facsimile or by telephone confirmed in writing) to the Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its determination as described above (which notice of rescission the Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Revolving Loans as, or to convert Revolving Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non Commencement of Interest Periods. The Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-deployment of such funds but excluding loss of anticipated profits (including the Applicable Margin)) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation (including as a result of any of the events described in Section 2.17(b)); (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Eurodollar Rate Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by the Borrower.

(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.17 and under Section 2.18 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (b) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.17 and under Section 2.18.

2.18 Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include each Issuing Bank and the Swing Line Lender

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for purposes of this Section 2.18(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of “Adjusted Eurodollar Rate”); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the interbank Eurodollar market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Failure or delay on the part of any Lender, any Issuing Bank or the Swing Line Lender to demand compensation pursuant to this Section 2.18(a) shall not constitute a waiver of such Lender’s, such Issuing Bank’s or the Swing Line Lender’s right to demand such compensation; provided, that the Borrower shall not be required to compensate a Lender, an Issuing Bank or the Swing Line Lender pursuant to this Section 2.18(a) for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, such Issuing Bank or the Swing Line Lender, as the case may be, notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s, such Issuing Bank’s or the Swing Line Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include each Issuing Bank and the Swing Line Lender for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or regulation (or any provision thereof) regarding capital adequacy or

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liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any Person controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling Person could have achieved but for such adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling Person with regard to capital adequacy), then from time to time, within five Business Days after receipt by the Borrower from such Lender of the statement referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling Person on an after tax basis for such reduction. Such Lender shall deliver to the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to the Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to compensate a Lender, an Issuing Bank or the Swing Line Lender pursuant to this Section 2.18(b) for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, such Issuing Bank or the Swing Line Lender, as the case may be, notifies the Borrower of the change giving rise to such increased costs or reductions and of such Lender’s, such Issuing Bank’s or the Swing Line Lender’s intention to claim compensation therefor (except that, if the change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

(c) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change after the Closing Date in a requirement of law or governmental rule, regulation or order, regardless of the date enacted, adopted, issued or implemented for all purposes under or in connection with this Agreement, in each case to the extent it is the general policy or practice of the applicable Lender, Issuing Bank or the Swing Line Lender to demand or request reimbursement therefor from similarly situated borrowers under comparable syndicated credit facilities.

2.19 Taxes; Withholding, etc.

(a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding for or on account of, any Tax (other than Excluded Taxes) imposed, levied, collected, withheld or assessed by or within the

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United States or any political subdivision in or of the United States or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States or any such jurisdiction is a member at the time of payment.

(b) Withholding of Taxes. If the Administrative Agent or another withholding agent is required by law to make any deduction or withholding on account of any Tax from any sum paid or payable by any Credit Party to the Administrative Agent or any Lender (which term shall include each Issuing Bank and the Swing Line Lender for purposes of this Section 2.19(b)) under any of the Credit Documents, the applicable withholding agent shall make such deductions or withholding and shall timely pay the full amount deducted and withheld to the relevant Governmental Authority in accordance with applicable law:

(i) the sum payable by the applicable Credit Party in respect of which a deduction or withholding of Tax (other than Excluded Tax) is required by the Administrative Agent or another withholding agent shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding of Taxes (other than Excluded Taxes), the applicable Lender receives a net sum equal to what it would have received had no such deduction or withholding for Tax (other than Excluded Taxes) by the Administrative Agent or another withholding agent been made; and

(ii) to the extent a payment of Taxes (other than Excluded Taxes) is made by the Borrower, within 30 days after paying to the applicable Governmental Authority any amount of Taxes (other than Excluded Taxes) which it was required by law to deduct or withhold, the Borrower shall deliver to the Administrative Agent certified copies of Tax receipts (or other evidence reasonably satisfactory to the Administrative Agent).

(c) Payment of Other Taxes by the Borrower. Without duplication of other amounts payable by the Borrower under this Section 2.19, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a “Non US Lender”) shall deliver to the Administrative Agent for transmission to the Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicable, (i) two original copies of Internal Revenue Service Form W-8ECI or W- 8BEN (with respect to a complete exemption under an income tax treaty) (or any successor forms), properly completed and duly executed by such Lender, certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, (ii) in the case of a Non US Lender claiming the benefits of

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the exemption for portfolio interest under Sections 881(c) or 871(h) of the Code (the “Portfolio Interest Exemption”), a certificate, in a form reasonably satisfactory to the Borrower and the Administrative Agent (a “Tax Status Certificate”), to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower, within the meaning of Section 881(c)(3)(B) of the Code or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and/or (iii) where a Non US Lender is treated as a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation (including, where one or more of the underlying beneficial owner(s) is claiming the benefits of the Portfolio Interest Exemption, a Tax Status Certificate of such beneficial owner(s) (provided that, if the Non US Lender is a partnership and not a participating Lender, the Tax Status Certificate from the beneficial owner(s) may be provided by the Non US Lender on the beneficial owner(s) behalf)). Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes shall deliver to the Administrative Agent for transmission to the Borrower and the Administrative Agent shall deliver to the Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date), prior to the time such Person otherwise becomes a party to this Agreement (in the case of a Person that becomes a Lender after the Closing Date), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender. If a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of the immediately preceding sentence, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender required to deliver any forms or certificates with respect to United States federal income tax withholding matters pursuant to this Section 2.19(d) hereby agrees, from time to time after the initial delivery by such Lender of such forms or certificates, whenever a lapse in time or change in circumstances renders such forms or certificates obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to the Administrative Agent for transmission to the Borrower two new original copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate re Non Bank Status substantially in the form of Exhibit E and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), or two original copies of Internal Revenue Service Form W-9, as the case may be, properly completed and duly executed by such Lender, and such other forms required under the Code and reasonably requested by the

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Borrower to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments to such Lender under the Credit Documents, or notify the Administrative Agent and the Borrower of its inability to deliver any such forms or certificates, in which case, such Lender shall not be required to deliver any such form or certificate pursuant to this Section 2.19(d).

(e) Lender Reimbursement of Tax Refunds. If the Borrower pays any additional amount under this Section 2.19 to a Lender and such Lender determines, in its sole discretion, that it has actually received or realized a tax refund of any Taxes as to which it has been indemnified pursuant to this Section 2.19 then such Lender shall, to the extent that in its sole discretion it can do so without prejudice to the retention of the refund and without any other adverse tax consequences for such Lender, reimburse to the Borrower at such time as such refund shall have actually been received by such Lender such amount as such Lender shall, in its sole discretion, have determined to be equal to the net benefit, after tax, which was obtained by such Lender in such year as a consequence of the relevant deduction or withholding and as will leave such Lender in no better or worse position than it would have been in if the payment of such Tax had not been required; provided, however, that (i) any Lender may determine, in its sole discretion consistent with the policies of such Lender, whether to seek a tax refund, (ii) any Taxes that are imposed on a Lender as a result of a disallowance or reduction (including through the expiration of any tax credit carryover or carryback of such Lender that otherwise would not have expired) of any tax refund with respect to which such Lender has made a payment to the Borrower pursuant to this Section 2.19(e) shall be treated as a Tax for which the Borrower is obligated to indemnify such Lender pursuant to this Section 2.19 without any exclusions or defenses, (iii) nothing in this Section 2.19(e) shall require a Lender to disclose any confidential information to the Borrower (including its tax returns), and (iv) no Lender shall be required to pay any amounts pursuant to this Section 2.19(e) at any time that a Default or an Event of Default exists.

(f) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Taxes (other than Excluded Taxes) attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.6 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f).

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2.20 Obligation to Mitigate; Survival.

(a) Each Lender (which term shall include each Issuing Bank and the Swing Line Lender for purposes of this Section 2.20) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.17, 2.18 or 2.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.17, 2.18 or 2.19 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.20 unless the Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (i) above. A certificate as to the amount of any such expenses payable by the Borrower pursuant to this Section 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive absent manifest error. Nothing in this Section 2.20 shall affect or postpone any of the Obligations or the right of any Lender as provided in Sections 2.17, 2.18 and 2.19.

(b) All of the Borrower’s obligations under Sections 2.17, 2.18 and 2.19 shall survive the termination of the Total Commitments and repayment of all other Obligations hereunder.

2.21 Defaulting Lenders.

(a) Anything contained herein to the contrary notwithstanding, in the event that any Lender is a Defaulting Lender, then (x) with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents (other than as expressly provided in Section 10.5(b)), (y) to the extent permitted by applicable law, (i) any voluntary prepayment of the Revolving Loans shall, if the Borrower so directs at the time of making such voluntary prepayment and so long as no Default or Event of Default then exists, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans (other than at final maturity or upon termination of the Total Commitment) shall, if the Borrower so directs at the time of making such mandatory prepayment and so long as no Default or Event of Default then exists, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender), it being understood and agreed that the Borrower shall be entitled to retain any portion

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of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (y), and (z) such Defaulting Lender’s Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage (unless allocated to other Lenders as provided in Section 2.3(a)(II)) shall be excluded for purposes of calculating the Commitment fee payable to the Lenders pursuant to Section 2.10 in respect of any day when such Lender was a Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Commitment fee pursuant to Section 2.10 with respect to such Defaulting Lender’s Commitment in respect of any period when such Lender was a Defaulting Lender. No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.21, performance by the Borrower of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Defaulting Lender or the operation of this Section 2.21. The rights and remedies against a Defaulting Lender under this Section 2.21 are in addition to other rights and remedies which the Borrower may have against such Defaulting Lender and which the Administrative Agent or any Lender may have against such Defaulting Lender.

(b) In the event that the Administrative Agent, the Swing Line Lender, each Issuing Bank and the Borrower agree that any Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Pro Rata Shares of the Swing Line Exposure and the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Revolving Loans of the other Lenders (other than Swing Line Loans) or participations in Revolving Loans as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Revolving Loans or participations in accordance with its Pro Rata Share. Notwithstanding the fact that any Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, (x) no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender and (y) except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

2.22 Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased Cost Lender”) shall give notice to the Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after the Borrower’s request for such withdrawal; or (b) (i) any Lender is a Defaulting Lender and (ii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after the Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), 10.5(c)(i), 10.5(c)(ii) and 10.5(c)(iii), the consent of the Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non Consenting Lender”) whose consent is required shall not have been obtained; or (d) in the case of

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the rejection (or deemed rejection) by a Lender of the Extension under Section 2.24(a) (a “Non Extending Lender”) which Extension has been accepted under Section 2.24(a) by the Requisite Lenders, then, with respect to each such Increased Cost Lender, Defaulting Lender, Non Consenting Lender or Non Extending Lender (the “Terminated Lender”), the Borrower may, by giving written notice to the Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign without recourse, if no Default under Section 8.1(a), 8.1(f) or 8.1(g) or Event of Default then exists or would exist after giving effect to such assignment, its outstanding Loans and its Commitments, if any, in full to one or more Eligible Assignees, none of whom shall constitute a Defaulting Lender at the time of such replacement and each of whom shall be reasonably acceptable to the Administrative Agent, each Issuing Bank and the Swing Line Lender (each a “Replacement Lender”) in accordance with the provisions of Section 10.6; provided, (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, fees owing to such Terminated Lender pursuant to Section 2.10, (2) on the date of such assignment, the Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19 or otherwise as if it were a prepayment, and (3) (x) in the event such Terminated Lender is a Non Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non Consenting Lender and (y) in the event such Terminated Lender is a Non Extending Lender, each Replacement Lender shall enter into an Assignment Agreement as required by Section 2.24(b); provided, further, the Borrower may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election the Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitments, if any, such Terminated Lender shall no longer constitute a “Terminated Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

2.23 Incremental Commitments.

(a) So long as the Incremental Commitment Request Requirements are satisfied at the time of the delivery of the request referred to below, the Borrower shall have the right, with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) and in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.23, but without requiring the consent of any of the Lenders, to request at any time and from time to time after the Closing Date, that one or more Lenders (and/or one or more other Persons which are Eligible Assignees and which will become Lenders as provided below) provide Incremental Commitments and, subject to the applicable terms and conditions contained in this Agreement and in the respective Incremental Commitment Agreement, make Revolving Loans and participate in Letters of Credit and Swing Line Loans pursuant thereto, it being understood and agreed, however, that (i) no Lender shall be obligated to provide an Incremental Commitment as a result of any such request by the Borrower, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental

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Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (b) of this Section 2.23, such Lender shall not be obligated to fund any Revolving Loans in excess of its Commitment or participate in any Letters of Credit or Swing Line Loans in excess of its Pro Rata Share, in each case as in effect prior to giving effect to such Incremental Commitment provided pursuant to this Section 2.23, (ii) any Lender (including any Eligible Assignee who will become a Lender) may so provide an Incremental Commitment without the consent of any other Lender, (iii) each provision of Incremental Commitments on a given date pursuant to this Section 2.23 shall be in a minimum aggregate amount (for all Lenders (including any Eligible Assignee who will become a lender)) of at least $5,000,000 and in integral multiples of $1,000,000 in excess thereof, (iv) the aggregate amount of all Incremental Commitments provided pursuant to this Section 2.23 shall not exceed the Maximum Incremental Commitment Amount, (v) if the Applicable Commitment Fee Percentage and/or Applicable Margins with respect to Commitments to be provided or Revolving Loans to be incurred pursuant to an Incremental Commitment shall be higher in any respect than those applicable to any other Commitments or Revolving Loans, the Applicable Commitment Fee Percentage and/or Applicable Margins, as the case may be, for the other Commitments and Revolving Loans and extensions of credit hereunder shall be automatically increased as and to the extent needed to eliminate any deficiencies in accordance with the definition of “Applicable Commitment Fee Percentage” or “Applicable Margin” contained herein (such increase, the “Additional Commitment Fee” or “Additional Margin”, as the case may be), (vi) all Revolving Loans thereunder (and all interest, fees and other amounts payable thereon) shall be Obligations under this Agreement, and guaranteed under the Guaranty, on a pari passu basis with all other Obligations secured by the Pledge and Security Agreement and guaranteed under the Guaranty, and (vii) each Lender (including any Eligible Assignee who will become a Lender) agreeing to provide an Incremental Commitment pursuant to an Incremental Commitment Agreement shall be reasonably satisfactory to the Administrative Agent, each Issuing Bank and the Swing Line Lender and shall, subject to the satisfaction of the relevant conditions set forth in this Agreement, participate in Swing Line Loans and Letters of Credit pursuant to Sections 2.2(b)(v) and 2.3(e), respectively, and make Revolving Loans as provided in Section 2.1(a), in each case, under the Total Commitment, and such Revolving Loans shall constitute Revolving Loans for all purposes of this Agreement and the other applicable Credit Document.

(b) At the time of the provision of Incremental Commitments pursuant to this Section 2.23, (I) the Borrower, each Guarantor Subsidiary, the Administrative Agent and each such Lender or other Eligible Assignee which agrees to provide an Incremental Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Incremental Commitment Agreement, with the effectiveness of such Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including any up-front or arrangement fees owing to the Administrative Agent (or any affiliate thereof) agreed upon by the Borrower in writing), (x) all Incremental Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 2.23 shall have been satisfied, and (z) all other mutually agreed upon conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied and (II) the Borrower, each Guarantor Subsidiary, the Collateral Agent and each Incremental Lender (as applicable) shall execute and

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deliver to the Administrative Agent and the Collateral Agent such additional Collateral Documents and/or amendments to the Collateral Documents as the Administrative Agent may reasonably request which are necessary to ensure that all Revolving Loans incurred pursuant to the Incremental Commitments and any Additional Commitment Fee and/or Additional Margin are secured by each relevant Collateral Document. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Total Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (ii) each Incremental Lender shall constitute a Lender for all purposes of this Agreement and each other applicable Credit Document, (iii) Appendix A shall be deemed modified to reflect the revised Commitments of the affected Lenders and (iv) to the extent requested by any Incremental Lender, Revolving Loan Notes will be issued, at the expense of the Borrower, to such Incremental Lender in conformity with the requirements of Section 2.6.

(c) At the time of any provision of Incremental Commitments pursuant to this Section 2.23, (I) the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders), in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Loans pro rata on the basis of their respective Commitments (after giving effect to any increase in the Total Commitment pursuant to this Section 2.23) and with the Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.17(c) in connection with any such repayment and/or incurrence and (II) there shall be an automatic adjustment to the participations hereunder in Letters of Credit and Swing Line Loans held by each Lender so that each such Lender shares ratably in such participations in accordance with their Commitments (after giving effect to the establishment of any Incremental Commitment). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

2.24 Extensions of Loans and Commitments.

(a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.24, the Borrower may extend the maturity date, and otherwise modify the terms of the Total Commitment, or any portion thereof (including by increasing the interest rate or fees payable in respect of any Loans and/or Commitments, or any portion thereof (and related outstandings) (the “Extension”) pursuant to a written offer (the “Extension Offer”) made by the Borrower to all the Lenders, in each case on a pro rata basis (based on their respective Pro Rata Shares) and on the same terms to each such Lender. In connection with the Extension, the Borrower will provide notification to the Administrative Agent (for distribution to the Lenders) of the requested Extension and new Extended Revolving Commitment Termination Date. In connection with the Extension, each Lender, acting in its sole and individual discretion, wishing to participate in the Extension shall, prior to the date (the “Notice Date”) that is 15 days after delivery of notice by the Administrative Agent to such Lender, provide the Administrative Agent with a written notice thereof in a form reasonably satisfactory to the Administrative Agent. Any Lender that does not respond to the Extension Offer by the Notice Date shall be deemed to have rejected such Extension. The Administrative Agent shall promptly notify the Borrower of each

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Lender’s determination under this Section 2.24(a). The election of any Lender to agree to the Extension shall not obligate any other Lender to so agree. After giving effect to the Extension, the Commitments so extended shall cease to be a part of the tranche of Commitments they were a part of immediately prior to the Extension and shall form a new tranche of Extended Commitments hereunder.

(b) The Borrower shall have the right to replace each Lender that shall have rejected (or be deemed to have rejected) the Extension under Section 2.24(a) with, and add as “Lenders” under this Agreement in place thereof, one or more Replacement Lenders as provided in Section 2.22; provided that each of such Replacement Lenders shall enter into an Assignment Agreement pursuant to which such Replacement Lender shall, effective as of a closing date selected by the Administrative Agent in consultation with the Borrower (which shall occur no later than 15 days following the Notice Date and shall occur on the same date as the effectiveness of the Extension as to Lenders which have consented thereto pursuant to Section 2.24(a)), undertake the Commitment of such Non Extending Lender (and, if any such Replacement Lender is already a Lender, its Commitment shall be in addition to such Lender’s Commitment hereunder on such date).

(c) The Extension shall be subject to the following:

(i) no Default or Event of Default shall have occurred and be continuing at the time any offering document in respect of the Extension Offer is delivered to the Lenders and at the time of the Extension;

(ii) except as to interest rates, utilization fees, unused fees and final maturity, the Commitment of any Lender extended pursuant to the Extension (the “Extended Commitment”), and the related outstandings, shall be a Commitment (or related outstandings, as the case may be) with the same terms as the original Commitments (and related outstandings); provided that, subject to the provisions of Sections 2.2(a) and 2.3(i) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after the Initial Revolving Commitment Termination Date, all Lenders with Commitments and/or Extended Commitments shall participate in their Pro Rata Share of such Swing Line Loans and Letters of Credit (and except as provided in Sections 2.2(a) and 2.3(i), without giving effect to changes thereto on the Initial Revolving Commitment Termination Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued) and all borrowings under Commitments and repayments thereunder shall be made by the Borrower from and to Lenders in their respective Pro Rata Shares (except for (x) payments of interest and fees at different rates on Extended Commitments (and related outstandings) and (y) repayments required upon any Revolving Commitment Termination Date of any Commitments or Extended Commitments);

(iii) if the aggregate principal amount of Commitments in respect of which Lenders shall have accepted the Extension Offer shall exceed the maximum aggregate principal amount of Commitments offered to be extended by the Borrower pursuant to the Extension Offer, then the Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted the Extension Offer;

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(iv) all documentation in respect of the Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to Lenders in connection therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent;

(v) the Minimum Extension Condition shall be satisfied; and

(vi) the Extension shall not become effective unless, on the proposed effective date of the Extension, (x) the Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer of each Credit Party dated the applicable date of the Extension and executed by an Authorized Officer of such Credit Party certifying and attaching the resolutions adopted by such Credit Party approving or consenting to the Extension and (y) the conditions set forth in Sections 3.2(a)(iii) and (iv) shall be satisfied (with all references in such Sections to any Credit Extension being deemed to be references to the Extension on the applicable date of the Extension) and the Administrative Agent shall have received a certificate to that effect dated the applicable date of the Extension and executed by the chief financial officer of the Borrower.

(d) With respect to the Extension consummated by the Borrower pursuant to this Section 2.24, (i) the Extension shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.12, 2.13, 2.15, 2.16 or 10.4, (ii) the Extension Offer shall contain a condition (a “Minimum Extension Condition”) to consummating the Extension that at least 50% of the aggregate amount of the Commitments in effect immediately prior to the Initial Revolving Commitment Termination Date (unless another amount is agreed to by the Administrative Agent) shall be in effect immediately following the Initial Revolving Commitment Termination Date, (iii) if the amount extended is less than the Letter of Credit Sublimit, the Letter of Credit Sublimit shall be reduced upon the date that is five Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Letter of Credit Sublimit does not exceed the aggregate Commitments which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrower and the Guarantor Subsidiaries shall cash collateralize obligations under any issued Letters of Credit in an amount equal to 100% of the stated amount of such Letters of Credit, and (iv) if the amount extended is less than the Swing Line Sublimit, the Swing Line Sublimit shall be reduced upon the date that is five Business Days prior to the Initial Revolving Commitment Termination Date (to the extent needed so that the Swing Line Sublimit does not exceed the aggregate Commitments, which would be in effect after the Initial Revolving Commitment Termination Date), and, if applicable, the Borrower shall prepay any outstanding Swing Line Loans. The Administrative Agent and the Lenders hereby consent to the Extension and the other transactions contemplated by this Section 2.24 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Commitments on the such terms as may be set forth in the Extension Offer) and hereby waive the requirements of any provision of this Agreement (including Section 2.12, 2.13, 2.15, 2.16 or 10.4) or any other Credit Document that may otherwise prohibit the Extension or any other transaction contemplated by this Section 2.24, provided that such consent shall not be deemed to be an acceptance of the Extension Offer.

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(e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Credit Documents with the Borrower and the Guarantor Subsidiaries as may be necessary in order to establish new tranches in respect of Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches in each case on terms consistent with this Section 2.24. Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Requisite Lenders with respect to any matter contemplated by this Section 2.24 and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower and the Guarantor Subsidiaries in accordance with any instructions actually received by such Requisite Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower and Guarantor Subsidiaries unless and until it shall have received such advice or concurrence; provided, however, that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower and the Guarantor Subsidiaries by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with the Extension, the respective Credit Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the Extended Revolving Commitment Termination Date so that such maturity date is extended to the Extended Revolving Commitment Termination Date (or such later date as may be advised by local counsel to the Administrative Agent).

In connection with the Extension, the Borrower shall provide the Administrative Agent at least 10 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be reasonably established by, or reasonably acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.24.

Section 3    Conditions Precedent

3.1 Closing Date. The occurrence of the Closing Date and the obligation of any Lender to make a Credit Extension on the Closing Date are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

(a) Credit Documents. The Administrative Agent shall have received counterparts of each Credit Document (including the Intercreditor Agreement, but excluding the Mortgages), executed and delivered by each applicable Credit Party and, in the case of the Intercreditor Agreement, by the Collateral Agent (for and on behalf of the Revolving Secured Parties) and the Secured Notes Collateral Agent (for and on behalf of the Secured Notes Secured Parties).

(b) Organizational Documents; Incumbency. The Administrative Agent shall have received:

(i) copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto;

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(ii) signature and incumbency certificates of the officers of such Credit Party executing the Credit Documents to which it is a party;

(iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement, the other Credit Documents and the Secured Notes Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment;

(iv) a good standing certificate and bring-down telegrams or facsimiles, if any, which are reasonably requested by the Administrative Agent, from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and, with respect to the Borrower only, in each jurisdiction in which owns any real property in fee, each dated a recent date prior to the Closing Date; and

(v) such other documents as the Administrative Agent may reasonably request.

(c) Existing Debt Refinancing; Acquisition; Secured Notes.

(i) On the Closing Date, the Existing Debt Refinancing shall have been, or substantially concurrent with the issuance of the Secured Notes and the making of the initial Credit Extension hereunder shall be, consummated and the Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to it, that the matters set forth in this Section 3.1(c) have been satisfied on the Closing Date, including copies of pay-off letters, lien releases, termination statements and other documents evidencing the termination of all existing security interests in connection with all Indebtedness being refinanced pursuant to Existing Debt Refinancing.

(ii) Prior to or substantially concurrently with the issuance of the Secured Notes and the making of the initial Credit Extension hereunder, the Acquisition shall have been consummated in accordance with the terms of the Acquisition Agreement (without giving effect to any amendments, waivers or consents thereto that are materially adverse to the interests of the Lenders without the prior written consent of the Agents (such consent not to be unreasonably withheld, conditioned or delayed)).

(iii) On or prior to the Closing Date, the Borrower shall have issued $200,000,000 in aggregate principal amount of Secured Notes (or the Borrower shall have received Net Equity Proceeds from the Sponsor and other equity investors of the Borrower in lieu thereof in an amount equal to $200,000,000 minus the aggregate principal amount of Secured Notes issued by the Borrower) and shall have used the net cash proceeds therefrom, together with the proceeds of the initial Credit Extension, to consummate the Existing Debt Refinancing and the Acquisition and to pay Transaction Costs.

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(iv) On or prior to the Closing Date, the Administrative Agent shall have received true and correct copies, certified as such by an Authorized Officer of the Borrower, of all Secured Notes Documents and such Secured Notes Documents shall be in form and substance reasonably satisfactory to the Administrative Agent and the Requisite Lenders.

(d) Adverse Change; Government Authorizations and Consents.

(i) Except with respect to Commercial Bus, nothing shall have occurred since October 31, 2012 which any Agent shall reasonably determine has had, or could reasonably be expected to have, a Material Adverse Effect.

(ii) Nothing shall have occurred since July 31, 2013 which any Agent shall reasonably determine has had or could reasonably be expected to have, a Commercial Bus Material Adverse Effect.

(iii) On or prior to the Closing Date, each Credit Party shall have obtained all necessary Governmental Authorizations and all material consents of other Persons, in each case that are reasonably necessary in connection with the Acquisition and the transactions contemplated by the Credit Documents and the Secured Notes Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Agents. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose materially adverse conditions on the consummation of the Transactions (or any material part thereof) or the transactions contemplated by any of the Credit Documents and the Secured Notes Documents to be consummated on the Closing Date and no judgment, order, injunction or other restraint exists which prohibits or imposes materially adverse conditions on the consummation of the Transactions (or any material part thereof) or the transactions contemplated by any of the Credit Documents or any of the Secured Notes Documents.

(e) No Litigation. There shall not exist any action, suit, investigation, litigation or other proceeding, pending or threatened in any court or before any arbitrator or Governmental Authority with respect to the Transactions or that has had, or could reasonably be expected to have, (i) a Material Adverse Effect as to the Borrower and its Restricted Subsidiaries and/or (ii) a Commercial Bus Material Adverse Effect.

(f) [Reserved].

(g) Personal Property Collateral. In order to create in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, a valid, perfected Second Priority security interest in the personal property consisting of Secured Notes Priority Collateral, and a valid, perfected First Priority security interest in the personal property consisting of Revolving Priority Collateral, the Collateral Agent shall have received:

(i) evidence reasonably satisfactory to the Collateral Agent of the compliance by each Credit Party with their obligations under the Pledge and Security Agreement and the other Collateral Documents (including their obligations to execute and deliver UCC financing statements and originals of securities, instruments and chattel paper, together with any stock powers and endorsements related thereto);

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(ii) a completed Perfection Certificate dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby;

(iii) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) with respect to the creation, validity and perfection of the security interests in favor of the Collateral Agent in such Collateral and such other matters governed by the laws of (x) each jurisdiction of organization of each Credit Party and (y) any other jurisdiction the laws of which provide that perfection of a security interest in Collateral located in such jurisdiction is by a means other than filing a UCC-1 financing statement with the Secretary of State (or comparable authority) of the jurisdiction of organization of the owner of such Collateral and addressed to the Agents and the Lenders and dated the Closing Date, in each case as the Collateral Agent may reasonably request, in form and substance reasonably satisfactory to the Collateral Agent;

(iv) (A) the results of a recent search, reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions reasonably requested by the Administrative Agent where such property is located and each jurisdiction where any Credit Party is incorporated or organized, together with copies of all such filings disclosed by such search and (B) UCC termination statements (or similar documents) duly authorized for filing by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); and

(v) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Collateral Agent.

(h) Borrowing Base Certificate; Liquidity. (i) The Administrative Agent shall have received either (A) the Borrowing Base Certificate in the form of Exhibit I or (B) in the event that the initial asset appraisal and collateral examination described in Section 5.1(m) are not delivered to the Administrative Agent prior to the Closing Date, a Borrowing Base Certificate described in the proviso set forth in the definition thereof and prepared with respect to the most recently completed Fiscal Month for which a borrowing base certificate shall have been required to be delivered under the Existing Credit Agreement, in either case, with customary supporting documentation and supplemental reporting to be agreed upon between the Administrative Agent and the Borrower.

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(ii) On the Closing Date, after giving effect to Transactions (and the Credit Extensions hereunder), Excess Availability shall equal or exceed $35,000,000.

(i) Historical Financial Statements; Pro Forma Financial Statements; Projections. The Administrative Agent shall have received and be reasonably satisfied with the (i) Historical Financial Statements, (ii) Projections, (iii) pro forma consolidated financial statements of the Borrower and its Subsidiaries as presented in the offering memorandum distributed in connection with the initial offer and sale of the Secured Notes and (iv) interim financial statements of each of the Borrower and its Subsidiaries for each month ended after the date of the last available quarterly financial statements and at least 30 days prior to the Closing Date.

(j) Evidence of Insurance. The Collateral Agent shall have received a certificate from the Credit Parties’ insurance broker or other evidence reasonably satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of the Revolving Secured Parties, as additional insured and loss payee thereunder to the extent required under Section 5.5.

(k) Opinions of Counsel to Credit Parties. The Administrative Agent shall have received originally executed copies of the favorable written opinions of Ropes & Gray LLP, counsel for Credit Parties, addressed to the Agents and the Lenders, as to such other matters as the Administrative Agent and the Collateral Agent may reasonably request, dated the Closing Date and otherwise in form and substance reasonably satisfactory to the Agents (and each Credit Party hereby instructs such counsel to deliver such opinions to the Agents and the Lenders);

(l) Fees and Expenses. On the Closing Date, all Transaction Costs payable to the Agents, the Lenders and their respective Affiliates in respect of the Transactions hereunder and required to be paid on the Closing Date to the extent invoiced at least two Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) shall have been paid by the Credit Parties.

(m) Solvency Certificate. On the Closing Date, the Administrative Agent shall have received a Solvency Certificate from the chief financial officer of the Borrower, dated the Closing Date and addressed to the Administrative Agent and the Lenders with appropriate attachments and demonstrating that after giving effect to the consummation of the Transactions, each of the Borrower and its Restricted Subsidiaries taken as a whole are and will be Solvent.

(n) Certain Agreements. The Borrower shall have delivered to the Administrative Agent true and correct copies of the following documents, in each case in form and substance reasonably satisfactory to Agents and shall be in full force and effect on the Closing Date:

(i) all agreements entered into by the Borrower or any of its Restricted Subsidiaries governing the terms and relative rights of its equity interests and any agreements entered into by its members or shareholders relating to any such entity with respect to its equity interests that will remain in place after giving effect to the Transactions (collectively, the “Shareholders’ Agreements”); and

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(ii) all material consulting, advisory or similar management agreements with respect to the management of the Borrower or any of its Restricted Subsidiaries that will remain in place after giving effect to the Transactions (collectively, the “Management Agreements”).

(o) Patriot Act. Prior to the Closing Date, the Administrative Agent and the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case, to the extent reasonably requested in writing at least 10 days prior to the Closing Date.

(p) Officer’s Certificate. The Administrative Agent shall have received an officer’s certificate dated the Closing Date and executed by an Authorized Officer of the Borrower certifying that the conditions set forth in Sections 3.1(d), 3.1(e), 3.1(h), 3.2(a)(iii) and 3.2(a)(iv) have been satisfied.

Each Lender, by delivering and releasing its executed signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, the Requisite Lenders or the Lenders, as applicable on the Closing Date.

3.2 Conditions to Each Credit Extension.

(a) Conditions Precedent. The obligation of each Lender to make any Loan, or an Issuing Bank to issue any Letter of Credit (including any Existing Letters of Credit deemed issued on the Closing Date as contemplated by Section 2.3(h)), on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i) the Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice (other than with respect to the Existing Letters of Credit), as the case may be;

(ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the lesser of (x) the Total Commitment then in effect and (y) the Aggregate Borrowing Base then in effect;

(iii) at the time of, and immediately after giving effect to, the applicable Credit Extension, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of the applicable Credit Date to the same extent as though made on and as of that date, it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date;

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(iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute a Default or an Event of Default; and

(v) on or before the date of issuance of any Letter of Credit, the Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as the respective Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

(b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to the Administrative Agent pursuant to Section 2.1(b), 2.2(b) or 2.3(b), as applicable. In lieu of delivering a Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to the Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither the Administrative Agent nor any Lender shall incur any liability to the Borrower in acting upon any telephonic notice referred to above that the Administrative Agent believes in good faith to have been given by an Authorized Officer or other person authorized on behalf of the Borrower or for otherwise acting in good faith.

The occurrence of the Closing Date and the acceptance of the benefits of each Credit Extension shall constitute a representation and warranty by each Credit Party to the Administrative Agent and each Lender that all the conditions specified in Section 3.1 (with respect to the Closing Date and any Credit Extensions on the Closing Date) and in this Section 3.2 (with respect to the Closing Date and any Credit Extensions on or after the Closing Date) and applicable to the Closing Date and such Credit Extensions are satisfied as of that time.

Section 4    Representations and Warranties.

In order to induce the Agents, the Lenders, the Swing Line Lender and the Issuing Banks to enter into this Agreement and to make each Credit Extension to be made hereby, each Credit Party represents and warrants to each Agent, each Lender, the Swing Line Lender and each Issuing Bank that the following statements are true and correct on each Credit Date to the extent provided in Section 3.2(a)(iii) (it being understood and agreed that the representations and warranties made on the Closing Date are deemed to be made concurrently with (and giving effect to) the consummation of the Transactions contemplated hereby):

4.1 Organization; Requisite Power and Authority; Qualification. Each of the Borrower and its Restricted Subsidiaries:

(a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization;

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(b) 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 Credit Documents to which it is a party and to carry out the transactions contemplated thereby; and

(c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing, individually or in the aggregate, has not had, and could not be reasonably expected to have, a Material Adverse Effect.

4.2 Capital Stock and Ownership. The Capital Stock of each of the Borrower and its Restricted Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the Closing Date, there is no existing option, warrant, call, right, commitment or other agreement to which the Borrower or any of its Restricted Subsidiaries is a party requiring, and there is no Capital Stock of the Borrower or any of its Restricted Subsidiaries outstanding which upon conversion or exchange would require, the issuance by the Borrower or any of its Restricted Subsidiaries of any additional shares of Capital Stock of the Borrower or any of its Restricted Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, shares of Capital Stock of the Borrower or any of its Restricted Subsidiaries. Schedule 4.2 correctly sets forth the owner of and the ownership interest of the Borrower and each of its Restricted Subsidiaries in their respective Subsidiaries as of the Closing Date. As of the Closing Date, the Borrower has no Subsidiaries other than those Subsidiaries listed on Schedule 4.2.

4.3 Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4 No Conflict. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not:

(a) violate any provision of any law or any governmental rule or regulation applicable to the Borrower or any of its Restricted Subsidiaries, any of the Organizational Documents of the Borrower or any of its Restricted Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Restricted Subsidiaries;

(b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries;

(c) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Restricted Subsidiaries (other than any Liens created (x) under any of the Credit Documents in favor of the Collateral Agent, on behalf of Revolving Secured Parties, (y) under the Secured Notes and the Secured Notes Documents in favor of the Secured Notes Collateral Agent, on behalf of the Secured Notes Secured Parties, and (z) under the Additional Secured Notes and the Additional Secured Notes Documents in favor of

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the Additional Secured Notes Collateral Agent, on behalf of the Additional Secured Notes Secured Parties, and (in the case of preceding clauses (y) and (z)) subject to the terms of the Intercreditor Agreement); or

(d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date.

4.5 Governmental Consents. The execution, delivery and performance by the Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent, the Secured Notes Collateral Agent or the Additional Secured Notes Collateral Agent, as applicable, for filing and/or recordation, as of the Closing Date or as otherwise required thereafter by the Collateral Documents.

4.6 Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7 Historical Financial Statements; Pro Forma Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and in the case of interim statements, to the absence of footnotes. The pro forma financial statements of the Borrower and its Subsidiaries as presented in the offering memorandum distributed in connection with the initial offer and sale of the Secured Notes represent good faith estimations of the pro forma financial position of the Borrower and its Subsidiaries as at July 27, 2013, and the pro forma results of the operations of the Borrower and its Subsidiaries for the period covered thereby, and all such pro forma financial statements have been prepared in all material respects on a basis consistent with the audited Historical Financial Statements of the Borrower, subject to adjustments and assumptions believed in good faith by management of the Borrower to be reasonable at the time made and which remain reasonable as of the Closing Date. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

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4.8 Projections. On and as of the Closing Date, the Projections are based on good faith estimates and assumptions made by the management of the Borrower; provided, that the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; and provided, further, as of the Closing Date, management of the Borrower believed that the Projections were reasonable.

4.9 No Material Adverse Change. Since October 31, 2012, no event, circumstance or change has occurred that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

4.10 Adverse Proceedings, etc. There are no Adverse Proceedings that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. Neither the Borrower nor any of its Restricted Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, has had, or could reasonably be expected to have, 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, has had, or could reasonably be expected to have, a Material Adverse Effect.

4.11 Payment of Taxes. Except as otherwise permitted under Section 5.3, all federal and other material tax returns and reports of the Borrower 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 material assessments, fees and other governmental charges upon the Borrower and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Such tax returns accurately reflect in all material respects all liability for Tax on the overall net income of the Borrower and its Subsidiaries as a whole for the periods covered thereby. The Borrower knows of no material proposed tax assessment against the Borrower or any of its Subsidiaries which is not being contested by the Borrower or such Subsidiary 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.

4.12 Properties.

(a) Title. Each of the Borrower and its Restricted Subsidiaries has, subject to Permitted Liens, (i) good and sufficient legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal property), all of their respective material properties and assets. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

(b) Real Estate. As of the Closing Date, Schedule 4.12 contains a true, accurate and complete list of (i) all Real Estate Assets, and (ii) all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) creating a leasehold interest of any Credit Party in a Leasehold

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Property, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment. Each agreement listed in clause (ii) of the immediately preceding sentence, with respect to each leased location or public warehouse where any Collateral consisting of Inventory or equipment or other goods having an aggregate value in excess of $100,000 is located is, as of the Closing Date, in full force and effect in all material respects, and with respect to all such agreements, the Borrower does not have knowledge of any default that has occurred and is continuing thereunder (except as disclosed to the Administrative Agent by any of the Credit Parties in writing prior to the Closing Date).

4.13 Environmental Matters. Except as, individually or in the aggregate, has not had, or could not reasonably be expected to have, a Material Adverse Effect:

(a) neither the Borrower nor any of its Restricted Subsidiaries nor any of their respective past or present Facilities or operations is subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity;

(b) neither the Borrower nor any of its Restricted Subsidiaries (i) has received or is aware of, any notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or applicable Environmental Laws (including Governmental Authorizations required by Environmental Laws) with regard to any past or present Facilities or operations, (ii) has knowledge or reason to believe that any such notice will be received or is being threatened, (iii) is or has been within the last five years in non-compliance with any Environmental Laws, including any and all Governmental Authorizations required by Environmental Laws, or (iv) has assumed any liability of any other Person under any Environmental Laws;

(c) neither the Borrower nor any of its Restricted Subsidiaries has either been notified in writing by a Governmental Authority or by any other Person that it may be a potentially responsible party under CERCLA or any state law equivalent or has received any letter or request for information under Section 104 of CERCLA or any state law equivalent;

(d) there are and, to each of the Borrower’s and its Restricted Subsidiaries’ knowledge, have been, no facts, circumstances, conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to (i) form the basis of an Environmental Claim against the Borrower or any of its Restricted Subsidiaries, (ii) cause any Facility to become subject to any Lien, restriction on ownership, occupancy, use or transferability under any Environmental Law, or (iii) require any Facility to be upgraded or modified in order to remain in compliance with current and reasonably foreseeable future requirements under Environmental Law;

(e) neither the Borrower nor any of its Restricted Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of the Borrower or any of its Restricted Subsidiaries, has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of the Borrower’s or any of its Restricted Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260 270 or any state equivalent; and

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(f) no event or condition has occurred or is occurring with respect to the Borrower or any of its Restricted Subsidiaries relating to any Release of Hazardous Materials, or any Hazardous Materials Activity.

4.14 No Defaults. Neither the Borrower nor any of its Restricted Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, individually or in the aggregate, has not had, or could not reasonably be expected to have, a Material Adverse Effect.

4.15 Intellectual Property, etc. Each of the Borrower and each of its Restricted Subsidiaries owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, used in the present conduct of its business, without any known conflict with the rights of others which, or the failure to own or have which, as the case may be, that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

4.16 Investment Company Act. Neither the Borrower nor any of its Restricted Subsidiaries is subject to regulation under the Investment Company Act of 1940. Neither the Borrower nor any of its Restricted Subsidiaries is, or is required to be registered as, 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.

4.17 Margin Stock. Neither the Borrower nor any of its Restricted 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, and no Letter of Credit issued for the account of, the 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, or is inconsistent with, the provisions of Regulation T, U or X of said Board of Governors.

4.18 Employee Matters. Neither the Borrower nor any of its Restricted Subsidiaries is engaged in any unfair labor practice that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against the Borrower or any of its Restricted Subsidiaries, or to the knowledge of the Borrower, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against the Borrower or any of its Restricted Subsidiaries or to the knowledge of the Borrower, threatened against any of them, (b) no strike or

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work stoppage in existence or to the knowledge of the Borrower threatened involving the Borrower or any of its Restricted Subsidiaries that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect, (c) to the knowledge of the Borrower, no union representation question existing with respect to the employees of the Borrower or any of its Restricted Subsidiaries and, to the knowledge of the Borrower, no union organization activity that is taking place, (d) no equal employment opportunity charges or other claims of employment discrimination are pending or, to the knowledge of the Borrower, threatened against any of them, and (e) no wage and hour department investigation has been made of the Borrower except (with respect to any matter specified in clause (a), (b), (c), (d) or (e) above, individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.19 Employee Benefit Plans. The Borrower and each of its Restricted Subsidiaries are in compliance with all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan, except such non-compliances that, either individually or in the aggregate, has not had, or could not reasonably be expected to have, a Material Adverse Effect. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would reasonably be expected to cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan (other than the payment of benefits in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates, except such liabilities that, individually or in the aggregate, as could not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur, except such ERISA Events (individually or in the aggregate) as could not reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Code or similar state laws or as set forth on Schedule 4.19, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower, any of its Restricted Subsidiaries or any of their respective ERISA Affiliates. The Borrower, each of its Restricted Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan, except for any such non-compliances or “defaults” as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

4.20 Security Interest in Collateral. The provisions of the Collateral Documents are effective, upon execution and delivery thereof, to create in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, a legal, valid and enforceable security interest in all right, title and interest of the respective Credit Parties in the Collateral described therein, and the Collateral Agent, for the benefit of the Revolving Secured Parties, will have a perfected (if and to

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the extent perfection is required by the relevant Collateral Document) security interest in all right, title and interest in all of the personal property Collateral described therein (with the priority each Lien is expressed to have within the relevant Collateral Document), subject to no other Liens other than Permitted Liens, (i) when financing statements and other filings in appropriate form are filed in the respective jurisdiction of organization of each Credit Party and in the United States Patent and Trademark Office and United States Copyright Office, as required by the Pledge and Security Agreement, with respect to which, and to the extent, a security interest may be perfected by such filings, and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the relevant Collateral Document) (to the extent intended to be created thereby and to the extent such perfection is governed by the laws of the United States, any state thereof or the District of Columbia).

4.21 Solvency. The Credit Parties and their respective Restricted Subsidiaries, taken as a whole, are and, upon the incurrence of any Obligations by the Borrower on any date on which this representation and warranty is made (or deemed made), will be, Solvent.

4.22 Compliance with Statutes, etc. Each of the Borrower and its Restricted Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any Governmental Authorizations issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of the Borrower or any of its Restricted Subsidiaries), except such non-compliance that, individually or in the aggregate, has not had, or could not reasonably be expected to result in, a Material Adverse Effect.

4.23 Disclosure. No report, financial statement, certificate or other written information furnished by or on behalf of any Credit Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Credit Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, pro forma financial information and information of a general economic or industry nature, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material and that no assurance can be given that the projected results will be realized.

4.24 Subordination; Designation of the Credit Documents as “Designated Senior Indebtedness”; Etc.

(a) (i) The subordination provisions contained in the documents (including indentures) governing the Qualified Seller Subordinated Debt and any guarantees of such

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Qualified Seller Subordinated Debt are, or when issued, will be, enforceable against the Credit Parties party thereto and the holders of such Indebtedness, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, and (ii) all Obligations of the Credit Parties (to the extent they are obligors with respect to the Qualified Seller Subordinated Debt or any guarantees of such Qualified Seller Subordinated Debt) hereunder and in the other Credit Documents are, or when issued will be, covered by and included in the definitions of “Senior Debt” (or any comparable definitions) and “Designated Senior Debt” (or any comparable definitions) included in the respective subordination provisions contained in the documentation governing the Qualified Seller Subordinated Debt and any guarantees of such Qualified Seller Subordinated Debt. In addition, at the time of issuance of any Qualified Seller Subordinated Debt, each Credit Party hereby designates the Revolving Obligations under this Agreement as “Designated Senior Debt” for the purposes of the definition of “Designated Senior Debt” (or any comparable definition) contained in the Qualified Seller Subordinated Debt (or the documentation therefor) and any guarantees of such Qualified Seller Subordinated Debt.

(b) All incurrences of Loans and issuances of Letters of Credit as permitted under this Agreement are, and when incurred or issued will be, permitted under (and shall give rise to no breach or violation of any of) the Secured Notes, the Secured Note Indenture, the Unsecured Acquisition Debt, the Unsecured Acquisition Debt Documents, the Additional Secured Notes, the Additional Secured Note Indenture, the Refinancing Secured Notes, the Refinancing Secured Note Indenture and the Qualified Seller Subordinated Debt (and the documentation therefor).

4.25 Aggregate Borrowing Base Calculation. The calculation by the Borrower of the Aggregate Borrowing Base as set forth in the most recent Borrowing Base Certificate delivered to the Administrative Agent and the valuation thereunder is complete and accurate as of the date of such Borrowing Base Certificate.

4.26 Insurance. Schedule 4.26 sets forth a true and complete listing of all material insurance maintained by the Borrower and its Restricted Subsidiaries as of the Closing Date, with the amounts insured (and any deductibles) set forth therein.

4.27 Anti-Terrorism Law.

(a) Neither the Borrower nor any of its Subsidiaries is in violation (other than immaterial unknowing or unintentional violations) of any legal requirement relating to any laws with respect to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing effective September 24, 2001 (the “Executive Order”) and the Patriot Act. Neither the Borrower nor any of its Subsidiaries and, to the knowledge of the Borrower, no agent of the Borrower or any of its Subsidiaries acting on behalf of the Borrower or any of its Subsidiaries, as the case may be, is any of the following:

(i) a Person that is listed in the annex to, or it otherwise subject to the provisions of, the Executive Order;

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(ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a Person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or any replacement website or other replacement official publication of such list.

(b) Neither the Borrower nor any of its Subsidiaries and, to the knowledge of the Borrower, no agent of the Borrower or any of its Subsidiaries acting on behalf of the Borrower or any of its Subsidiaries, as the case may be, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of a Person described in Section 4.27(a), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

4.28 Use of Proceeds. All proceeds of the Loans and all Letters of Credit issued hereunder will be used solely for the purposes set forth in Section 2.5.

4.29 Franchises, etc. The Borrower and each of its Restricted Subsidiaries has all franchises and certificates, free from burdensome restrictions, that are necessary for the ownership, maintenance and operation of its properties and assets, except as, individually or in the aggregate, has not had or could not reasonably be expected to have, a Material Adverse Effect, and neither the Borrower nor any Restricted Subsidiary is in violation of any thereof that, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

Section 5    Affirmative Covenants.

Each Credit Party covenants and agrees that so long as any Commitment is in effect and until payment in full of all Obligations (other than indemnities and similar contingent obligations not then due and payable) and cancellation or expiration of all Letters of Credit (or the provision of cash collateral or a back-stop letter of credit therefor issued by a bank satisfactory to the Administrative Agent and the applicable Issuing Bank, and in each case in an amount equal to at least 105% of the aggregate amount of all outstanding Letters of Credit at such time and otherwise satisfactory to the Administrative Agent and the applicable Issuing Bank thereof), such Credit Party shall perform, and shall cause each of its Restricted Subsidiaries to perform, all covenants in this Section 5.

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5.1 Financial Statements and Other Reports. The Borrower will deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver to each Lender):

(a) Monthly Reports. Solely during a Dominion Period, within thirty days after the end of each of the first two Fiscal Months of each Fiscal Quarter, which Fiscal Month ended while a Dominion Period was in effect, the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Month and the related consolidated statements of operations and cash flows of the Borrower and its Subsidiaries for such Fiscal Month and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Month, in each case setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year in reasonable detail, together with a Financial Officer Certification;

(b) Quarterly Financial Statements. Within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (commencing with the Fiscal Quarter ending January 31, 2014), the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;

(c) Annual Financial Statements. Within 120 days after the Fiscal Year ending October 31, 2013, and thereafter, within 90 days after the end of each Fiscal Year, (i) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year setting forth in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and (ii) a report thereon of McGladrey LLP or other independent certified public accountants of recognized national standing selected by the Borrower, and reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to going concern or like qualification or exception (other than with respect to, or disclosure or an exception or qualification solely resulting from, the impending Revolving Commitment Termination Date occurring within 12 months of such audit or any prospective Default under Section 6.8) and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

(d) Compliance Certificate. Together with each delivery of financial statements pursuant to Sections 5.1(b) and 5.1(c), a duly executed and completed Compliance

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Certificate (which Compliance Certificate shall demonstrate (in reasonable detail) the Fixed Charge Coverage Ratio for the four-Fiscal Quarter period then last ended determined as if a Compliance Period is then in effect);

(e) Statements of Reconciliation

(i) After Change in Accounting Principles. If, as a result of any change in accounting principles and policies from those used in the preparation of the audited Historical Financial Statements of the Borrower for the Fiscal Year ended October 31, 2012, the consolidated financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance reasonably satisfactory to the Administrative Agent;

(ii) Unrestricted Subsidiaries. Together with each set of consolidated financial statements referred to in Sections 5.1(a), 5.1(b) and 5.1(c), (A) the related consolidated financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements (it being agreed that no such consolidated financial statements shall be required to be audited) and (B) a list identifying each Subsidiary of the Borrower as either a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or confirming that there is no change in such information since the later of the Closing Date and the date of the last such list delivered pursuant to this clause (e)(ii).

(f) Notice of Default. Promptly upon any Authorized Officer of the Borrower or any other Credit Party obtaining knowledge:

(i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to the Borrower with respect thereto;

(ii) that any Person has given any notice to the Borrower or any of its Restricted Subsidiaries or taken any other action with respect to any event or condition that constitutes a Default or an Event of Default under Section 8.1(b); or

(iii) of the occurrence of any condition, event or change that has caused or evidences, or could reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect;

a certificate of an Authorized Officer of the Borrower specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action the Credit Parties have taken, are taking and propose to take with respect thereto;

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(g) Notice of Litigation. Promptly upon any Authorized Officer of the Borrower obtaining knowledge of (i) the institution of, or non-frivolous threat in writing of, any Adverse Proceeding not previously disclosed in writing (in reasonable detail) by any Credit Party to the Administrative Agent or (ii) any material development in any Adverse Proceeding that, in the case of either preceding clause (i) or (ii) (individually or in the aggregate), has had, or could be reasonably expected to have, a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to the Borrower or any of its Restricted Subsidiaries to enable the Agents and the Lenders and their counsel to evaluate such matters;

(h) ERISA. (i) Promptly, and, in any event, within 10 days after, the Borrower or any of its Restricted Subsidiaries knows or has reason to know of the occurrence of any ERISA Event (except to the extent that such ERISA Event, individually or in the aggregate, has not had or could not reasonably be expected to have a Material Adverse Effect), a written notice specifying the full details as to the nature of such occurrence, what action the Borrower or any of its Restricted Subsidiaries or any ERISA Affiliates is required to take, has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) upon the Administrative Agent’s request, copies of (1) any records, documents or other information required to be furnished by the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliates to the PBGC with respect to any Pension Plan, (2) any material notices or communications received by the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate with respect to any Employee Benefit Plan, or received from any government agency or plan administrator or sponsor or trustee with respect to any Multiemployer Plan and (3) copies of such other documents or governmental reports or filings related to any Employee Benefit Plan, other than a Multiemployer Plan (including without limitation any Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Borrower or any of its Restricted Subsidiaries with the Department of Labor or any other governmental agency);

(i) Financial Plan. Within 45 days after the beginning of each Fiscal Year (commencing with the Fiscal Year ending October 31, 2013), a consolidated plan and financial forecast (each a “Financial Plan”) for each of the 12 Fiscal Months of such Fiscal Year prepared in reasonable detail, including (in each case) a forecasted consolidated balance sheet and forecasted consolidated statements of operations and cash flows of the Borrower and its Restricted Subsidiaries for each such Fiscal Month of such Fiscal Year, together with an explanation of the assumptions on which such forecasts are based;

(j) Insurance Report. As soon as practicable and in any event by no later than 10 Business Days after the annual renewal date, a summary report in form and substance reasonably satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report by the Borrower and its Restricted Subsidiaries and all material insurance coverage planned to be maintained by the Borrower and its Restricted Subsidiaries in the immediately succeeding Fiscal Year;

(k) Notice of Compliance Period or Dominion Period. Promptly (and, in any event, within three Business Days) upon any Authorized Officer of the Borrower obtaining knowledge of (i) the commencement of a Compliance Period or Dominion Period, or (ii) the termination of a Compliance Period or Dominion Period, written notice thereof;

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(l) Borrowing Base Certificate. (u) On the Closing Date, (v) on or before October 31, 2013, (w) within 20 days after the last day of each Fiscal Month ending after the Closing Date, (x) by 5:00 p.m. (New York City time) on the third Business Day of each week (a) following the occurrence and during the continuance of a Specified Default or (b) during the continuance of a Dominion Period, in each case, on a weekly basis until, as applicable, such Specified Default is cured or waived in accordance with the terms of this Agreement or such Dominion Period has terminated, (y) within three Business Days after the consummation of any Asset Sale in respect of any Eligible Accounts and/or Eligible Inventory that are (or would have otherwise been) included in computation of the Aggregate Borrowing Base (including the sale of any Capital Stock of any Credit Party or any Restricted Subsidiary ceasing to be a Credit Party, in either case, to the extent such entity owns any Eligible Accounts or Eligible Inventory) and (z) within three Business Days after any Recovery Event occurs which decreases the Eligible Inventory that are (or would have otherwise been) included in computation of the Aggregate Borrowing Base, a Borrowing Base Certificate, which shall be prepared (A) in the case of the initial Borrowing Base Certificate, as of August 24, 2013 in respect of the Credit Parties other than Commercial Bus and as of August 31, 2013 in respect of Commercial Bus, (B) as of September 30, 2013, in the case of the Borrowing Base Certificate delivered in accordance with preceding sub-clause (v), (C) as of the last day of the preceding Fiscal Month, in the case of each subsequent Borrowing Base Certificate delivered in accordance with preceding sub-clause (w), (D) as of the last Business Day of the preceding calendar week, in the case of each subsequent Borrowing Base Certificate delivered in accordance with the preceding sub-clause (x), (E) as of the last day of the preceding Fiscal Month calculated on a pro forma basis after giving effect to such Asset Sale and setting forth the value of the Eligible Accounts and Eligible Inventory previously included in the Aggregate Borrowing Base and disposed of in such Asset Sale, in the case of each Borrowing Base Certificate delivered in accordance with preceding sub-clause (y), and (F) as of the last day of the preceding Fiscal Month calculated on a pro forma basis after giving effect to such Recovery Event and setting forth the value of the Eligible Inventory previously included in the Aggregate Borrowing Base and subject to such Recovery Event, in the case of each Borrowing Base Certificate delivered in accordance with preceding sub-clause (z), together with, in each case, any additional schedules and other information that the Administrative Agent may reasonably request;

(m) (i) No later than 60 days after the Closing Date (although the Borrower will use its commercially reasonable efforts to deliver the following prior to the Closing Date), (A) an appraisal of the Inventory of the Credit Parties (other than Commercial Bus) and (B) a collateral examination of the Inventory, Accounts and related accounts of the Credit Parties (other than Commercial Bus) and (ii) no later than 60 days after the Closing Date (subject to extensions in the sole discretion of the Administrative Agent), (A) an appraisal of the Inventory of Commercial Bus and (B) a collateral examination of the Inventory, Accounts and related accounts of Commercial Bus, in each case, in scope, and from a third-party appraiser and a third- party consultant, respectively, reasonably satisfactory to the Administrative Agent and at the sole cost and expense of the Borrower, and the results of such appraisals and collateral examinations shall be in form and scope reasonably satisfactory to the Administrative Agent.

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(n) [Reserved].

(o) Information Regarding Collateral. Within 30 days of the occurrence of any of the following, written notice of any change (i) in any Credit Party’s organizational name, (ii) in any Credit Party’s identity or organizational structure, (iii) in any Credit Party’s jurisdiction of organization or (iv) in any Credit Party’s Federal Taxpayer Identification Number or organizational identification number (if any). The Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC (or will be made within 30 days of such change) or otherwise that are required in order for the Collateral Agent (for the benefit of the Revolving Secured Parties) to continue at all times following such change to have a valid, legal and perfected First Priority security interest in all the Revolving Priority Collateral and a valid, legal and perfected Second Priority security interest in all the Secured Notes Priority Collateral, and for the Collateral Agent at all times following such change to have such valid, legal and perfected security interests as contemplated in the Collateral Documents. The Borrower and each other Credit Party also agree promptly to notify the Collateral Agent if any material portion of the Collateral is damaged or destroyed or taken and of any damage, destruction or taking resulting in Recovery Event proceeds in excess of $2,500,000;

(p) Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(c), the Borrower shall deliver to the Collateral Agent an officer’s certificate executed by an Authorized Officer of the Borrower either confirming that there has been no change in such information since the date of the Perfection Certificate delivered on the Closing Date or the date of the then most recent certificate delivered pursuant to this Section 5.1(p), as applicable, or identifying such changes;

(q) Patriot Act. Promptly following the Administrative Agent’s or any Lender’s request therefor, all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its on-going obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and

(r) Other Information. (i) Promptly upon their becoming available, copies of:

(A) all financial statements, reports, notices and proxy statements sent or made available generally by the Borrower to its security holders acting in such capacity or by any Restricted Subsidiary of the Borrower to its security holders other than the Borrower or another Restricted Subsidiary of the Borrower or to any holders (or any agent, trustee or other representative thereof) of any material Indebtedness of the Borrower or any of its Restricted Subsidiaries;

(B) all regular and periodic reports and all registration statements and prospectuses, if any, filed by the Borrower or any of its Restricted Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any Governmental Authority or private regulatory authority; and

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(C) such other information and data with respect to the Borrower or any of its Restricted Subsidiaries as from time to time may be reasonably requested by the Administrative Agent.

Documents required to be delivered pursuant to this Section 5.1 may be delivered electronically, and if so delivered, shall be deemed to have been delivered on the date on which such documents are delivered to the Administrative Agent for posting by the Administrative Agent on any Credit Parties’ behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, however, that (x) such Credit Party shall not be required to deliver paper copies of such documents to the Administrative Agent or any Lender unless the Administrative Agent or any Lender shall have specifically requested paper copies and (y) such Credit Party shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the delivery of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by any Credit Party with any such request for delivery.

Notwithstanding the foregoing, the obligations in paragraphs (b) and (c) of this Section 5.1 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing the Borrower’s (or Parent’s), as applicable, Form l0-K or 10-Q, as applicable, filed with the Securities and Exchange Commission; provided that, to the extent such information relates to Parent, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent, on the one hand, and the information relating to the Borrower and the Subsidiaries on a standalone basis, on the other hand; provided further that to the extent such information is in lieu of information required to be provided under Section 5.1(c), such materials are accompanied by a report of an independent certified public accountants as set forth in clause (ii) of such Section 5.1(c).

5.2 Existence. Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Restricted Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights, franchises, licenses and Governmental Authorizations relating to its business; provided, no Credit Party nor any of its Restricted Subsidiaries shall be required to preserve any such right, franchise, license or Governmental Authorization if the loss thereof, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.3 Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for material sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided, no such Tax (or any penalties or fines accruing with respect thereto) or claim need be paid if it is being contested in good faith by appropriate proceedings diligently conducted, so long as (a) adequate reserve or other appropriate provision as shall be required in

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conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim.

5.4 Maintenance of Properties. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, in all material respects, (i) maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of the Borrower and its Restricted Subsidiaries and (ii) from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

5.5 Insurance. The Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of the Borrower and its Restricted Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, each Credit Party will maintain or cause to be maintained, to the extent required by applicable law (including any applicable bank regulatory law to the extent a Mortgage is (or is required to be) given on the respective Flood Hazard Property), flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System. Not later than 90 days after the Closing Date (or the date any such insurance is obtained, in the case of insurance obtained after the Closing Date), each such policy of insurance shall (i) name the Collateral Agent, on behalf of the Revolving Secured Parties, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, reasonably satisfactory in form and substance to the Collateral Agent, that names the Collateral Agent, on behalf of the Revolving Secured Parties, as the loss payee thereunder and provides for at least 10 days’ prior written notice to the Collateral Agent of any cancellation of such policy.

5.6 Books and Records; Inspections; Appraisals, etc. Each Credit Party will, and will cause each of its Restricted Subsidiaries to, keep proper books and records and accounts with respect to its business and activities (including with respect to all Inventory and Accounts) in which full, true and correct entries are maintained which permit the preparation by the Borrower and its Restricted Subsidiaries of financial statements in accordance with GAAP. Subject to the limitations set forth in the immediately succeeding sentence, each Credit Party will, and will cause each of its Restricted Subsidiaries to, permit any authorized representatives designated by the Administrative Agent or the Collateral Agent to visit and inspect any of the properties of any Credit Party and any of its respective Restricted Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested. Each Credit Party will permit any authorized representatives designated by the Administrative Agent, including a third party appraiser and/or third party consultant, to conduct

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(at the Credit Parties’ expense and at the Administrative Agent’s request), once per Fiscal Year (or two times per Fiscal Year if, at any time during such Fiscal Year, Excess Availability is less than 20.0% of the lesser of (x) the Total Commitment as in effect on such date and (ii) the Aggregate Borrowing Base as then in effect for five consecutive Business Days), complete appraisals, audits and/or other examination of all books, records, Inventory and Accounts of the Credit Parties, each such audit and appraisal to be in scope and substance reasonably satisfactory to the Administrative Agent all upon reasonable notice and at such reasonable times as may reasonably be requested, or, upon the occurrence and continuance of a Specified Default, at any time at the request of (and as frequently as may be requested by) the Administrative Agent.

5.7 Lenders Meetings. The Borrower will, upon the reasonable request of the Administrative Agent or the Collateral Agent, participate in a meeting (or a conference call in lieu thereof) of the Administrative Agent and the Lenders once during each Fiscal Year to be held at the Borrower’s corporate offices (or at such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed to by the Borrower and the Administrative Agent.

5.8 Compliance with Laws. Each Credit Party will comply, and will cause each of its Restricted Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.9 Environmental.

(a) Environmental Disclosure. The Borrower will deliver to the Administrative Agent:

(i) as soon as practicable following receipt thereof, copies of all environmental audits, investigations, analyses and reports (including any Phase I Reports) of any kind or character, whether prepared by personnel of the Borrower or any of its Restricted Subsidiaries or by independent consultants, Governmental Authorities or any other Persons, with respect to material environmental matters at any Facility or with respect to any material Environmental Claims;

(ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any Governmental Authority under any applicable Environmental Laws (or any Governmental Authorization issued thereunder) other than any Release (A) that occurred in the ordinary course of business and in material compliance with Environmental Law, or (B) that could not reasonably result in an Environmental Claim that could reasonably be expected to have a Material Adverse Effect, (2) any remedial action taken by the Borrower, any of its Restricted Subsidiaries or any other Person in response to (A) any Hazardous Materials Activities the existence or occurrence of which could reasonably result in one or more Environmental Claims having, or reasonably be expecting to have, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, could reasonably result in a Material Adverse Effect, and (3) the

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Borrower’s or any of its Restricted Subsidiaries’ discovery of any occurrence or condition on any Facility or real property adjoining or in the vicinity of any Facility that could cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(iii) as soon as reasonably practicable following the sending or receipt thereof by the Borrower or any of its Restricted Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, could reasonably result in a Material Adverse Effect, and (2) any request for information from any Governmental Authority that suggests such Governmental Authority is investigating whether the Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; provided that in any event the Borrower shall deliver to the Administrative Agent all notices received by the Borrower or any of its Restricted Subsidiaries from any Governmental Authority under, or pursuant to, CERCLA which identify the Borrower or any of its Restricted Subsidiaries as potentially responsible parties for material remediation costs or which otherwise notify the Borrower or any of its Restricted Subsidiaries of potential material liability under CERCLA;

(iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by the Borrower or any of its Restricted Subsidiaries that could reasonably be expected to (A) expose the Borrower or any of its Restricted Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of the Borrower or any of its Restricted Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by the Borrower or any of its Restricted Subsidiaries to modify current operations in a manner that could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and

(v) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

(b) Hazardous Materials Activities. Each Credit Party will, at its sole cost and expense, promptly take or cause to be taken, and will cause each of its Restricted Subsidiaries promptly to take or cause to be taken, any and all actions reasonably necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Restricted Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (ii) reasonably effectuate remediation of any Hazardous Materials in, on, under or from any Facility or otherwise related to any Hazardous Material Activity that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect when such

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remediation is either (A) required under any Environmental Law or (B) reasonably requested by the Administrative Agent in writing, and (iii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) Environmental Covenants. Each Credit Party will take or cause to be taken, and will cause each of its Restricted Subsidiaries to take or cause to be taken, such actions as reasonably necessary to ensure that: (a) all uses and operations on or of any Facility shall be in compliance with all Environmental Laws and Governmental Authorizations issued pursuant thereto, except to the extent that any such non-compliance could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (b) they keep or cause all Facilities to be free and clear of any material Lien imposed pursuant to Environmental Laws; (c) they conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, except to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (d) there shall be no Releases of Hazardous Materials in, on, under or from any Facility that could be reasonably likely to result in an Environmental Claim that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (e) there shall be no Hazardous Materials in, on, or under any Facility, except to the extent that the presence of such Hazardous Materials could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

5.10 Subsidiaries. In the event that any Person after the Closing Date either (x) becomes a wholly-owned Domestic Subsidiary of the Borrower (other than an Excluded Subsidiary) or (y) is required to become a Guarantor Subsidiary pursuant to clause (ii) of the definition thereof, the Borrower will, at its expense, (a) promptly cause such Domestic Subsidiary to become a Guarantor Subsidiary hereunder and a Grantor under the Pledge and Security Agreement and Intercreditor Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(g), 3.1(j), 3.1(k), 5.14(a)(iii) and 5.17, provided that any action set forth in Sections 3.1(g)(i) (except with respect to delivery of UCC financing statements and originals of securities), 3.1(g)(ii), 3.1(g)(v), 5.14(a)(iii) and 5.17 shall be permitted to be taken within 30 days (subject to extensions in the reasonable discretion of the Administrative Agent) following the date of such event. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by a Credit Party, such Credit Party will take all of the actions referred to in Section 3.1(g) necessary to grant and to perfect a Second Priority Lien in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, under the Pledge and Security Agreement; provided that any action set forth in Sections 3.1(g)(i) (except with respect to delivery of UCC financing statements and originals of securities), 3.1(g)(ii) and 3.1(g)(v) shall be permitted to be taken within 30 days (subject to extensions in the reasonable discretion of the Administrative Agent) following the date of such event; provided further that in no event shall the ownership interests of any Excluded Asset (as defined in the

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Pledge and Security Agreement) be pledged. With respect to each such Subsidiary, the Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of the Borrower, and (ii) all of the data required to be set forth in Schedule 4.2 with respect to all Subsidiaries of the Borrower; provided, such written notice shall be deemed to supplement Schedule 4.2 for all purposes hereof. Notwithstanding anything to the contrary contained above in this Section 5.10 (but subject to Section 5.14), actions required by the applicable Credit Party to perfect the Collateral Agent’s security interest on behalf of the Revolving Secured Parties in any personal property Collateral shall not be required to be taken by any Credit Party to the extent that (I) the Borrower has made a reasonable request therefor to the Administrative Agent, (II) the perfection of such security interest cannot be accomplished by filing a UCC financing statement, a filing in the U.S. Patent and Trademark Office or the U.S. Copyright Office and/or delivery of such Collateral to the Collateral Agent, (III) the Administrative Agent has reasonably determined that the incremental costs of perfecting the security interest with respect thereto materially exceeds the practical benefits of the perfected security interest afforded thereby and (IV) no such steps are being taken to perfect such security interests in respect of the Secured Notes or the Additional Secured Notes.

5.11 Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material Real Estate Asset, or a Real Estate Asset owned as of the Closing Date which is not subject to a Mortgage becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Second Priority Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, then (in either such case) such Credit Party, as soon as practical after and, in any event, no later than 90 days (subject to extensions in the reasonable discretion of the Administrative Agent) after, acquiring such Material Real Estate Asset or such Real Estate Asset owned as of the Closing Date becoming a Material Real Estate Asset, will, at its expense, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, fixture filings, documents, instruments, agreements, opinions and certificates similar to those described in Sections 3.1(g) and 5.17 with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority Lien in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, in such Material Real Estate Assets and to the extent obtained by any Credit Party for any such Material Real Estate Assets, a Phase I Report with respect thereto. In addition to the foregoing, each Credit Party will, at the request of the Administrative Agent or the Requisite Lenders, deliver, from time to time, to the Administrative Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien for the benefit of the Revolving Secured Parties. Notwithstanding anything to the contrary contained above in this Section 5.11, actions required by the applicable Credit Party to perfect the Collateral Agent’s security interest on behalf of the Revolving Secured Parties in any real property Collateral shall not be required to be taken by any Credit Party to the extent that (I) the Borrower has made a reasonable request therefore to the Administrative Agent, (II) the Administrative Agent has reasonably determined that the incremental costs of perfecting the security interest with respect thereto materially exceeds the practical benefits of the perfected security interest afforded thereby and (III) no such steps are being taken to perfect such security interests in respect of the Secured Notes or the Additional Secured Notes.

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5.12 Use of Proceeds. The Borrower will use the proceeds of the Loans and Letters of Credit issued hereunder only as provided in Section 2.5.

5.13 Further Assurances. At any time or from time to time upon the request of the Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent or the Collateral Agent may reasonably request to ensure that the Obligations are guaranteed by the Guarantor Subsidiaries and are secured by substantially all of the assets of the Credit Parties and all of the outstanding Capital Stock of the Borrower and its Restricted Subsidiaries (subject to limitations contained in the Credit Documents) for the purposes of implementing or effectuating the provisions of this Agreement and the other Credit Documents, or of renewing the rights of the Revolving Secured Parties with respect to the Collateral as to which the Collateral Agent, for the ratable benefit of the Revolving Secured Parties, has a perfected Lien pursuant hereto or thereto, including filing any financing or continuation statements under the UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby or by the other Credit Documents.

5.14 Cash Management Systems. (a) (i) Each of the Borrower and its Restricted Subsidiaries will, along with the Collateral Agent and certain financial institutions selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Specified Banks”), enter into on or prior to the 90th day after the Closing Date (as such time may be extended by the Administrative Agent in its sole discretion at the request of the Borrower) and shall thereafter maintain Control Agreements with respect to all Bank Accounts (other than Excluded Accounts) maintained or otherwise established, directly or indirectly, by the Borrower and its Restricted Subsidiaries. From and after the 90th day after the Closing Date, all amounts received by the Borrower, any of its Restricted Subsidiaries and any Specified Bank on behalf of any of the Borrower or any of its Restricted Subsidiaries in respect of any of their Accounts, in addition to all other cash received from any other source, shall upon receipt be deposited into a Controlled Account.

(ii) As of the Closing Date, all of the Bank Accounts of the Borrower and its Restricted Subsidiaries (including Controlled Accounts and Excluded Accounts) and the applicable Specified Bank therefore are set forth on Schedule 5.14.

(iii) The Borrower will, and will cause each of its Restricted Subsidiaries to, ensure at all times from and after the 90th day after the Closing Date (as such time may be extended as provided above) that all Bank Accounts (other than Excluded Accounts), whether existing on the Closing Date or thereafter created or opened, are subject to Control Agreements.

(b) Upon the terms and subject to the conditions set forth in the Control Agreements, after the occurrence and during the continuance of any of a Dominion Period, a Default or an Event of Default, all amounts held in all Controlled Accounts of the Borrower and its Restricted Subsidiaries shall be wired by the close of business on each Business Day (and each Control Agreement shall require same after delivery of notice thereof from the Administrative Agent or the Collateral Agent to the Borrower and the other parties to such Control Agreement) directly into a core concentration account maintained with the Administrative Agent (the “Core Concentration Account”).

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(c) So long as no Dominion Period, Default or Event of Default then exists, the Borrower and its Restricted Subsidiaries shall be permitted to transfer cash from their Controlled Accounts (including the Core Concentration Account) to or among one or more of their other Bank Accounts to be used for working capital and general corporate purposes or otherwise in the ordinary course of business.

(d) At any time that a Dominion Period is in effect or that a Default or an Event of Default exists and is continuing, except as otherwise provided herein, all collected amounts held in the Core Concentration Account shall be distributed and applied on a daily basis by the close of business on each Business Day in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and any applications otherwise required to be applied pursuant to the terms of the respective Collateral Document): (1) first, to the payment (on a ratable basis) of any outstanding Expenses actually due and payable to the Administrative Agent and/or the Collateral Agent under any of the Credit Documents; (2) second, to the extent all amounts referred to in preceding clause (1) have been paid in full, to pay (on a ratable basis) all outstanding Expenses actually due and payable to the Issuing Banks under any of the Credit Documents; (3) third, to the extent all amounts referred to in preceding clauses (1) and (2) have been paid in full, to pay (on a ratable basis) all accrued and unpaid interest actually due and payable on the Loans and all Agent Advances and all accrued and unpaid fees actually due and payable to the Agents, the Issuing Banks and the Lenders pursuant to Section 2.10; (4) fourth, to the extent all amounts referred to in preceding clauses (1) through (3), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal amount of Swing Line Loans (whether or not then due and payable) and all accrued and unpaid interest thereon; (5) fifth, to the extent all amounts referred to in preceding clauses (1) through (4), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal amount of Agent Advances (whether or not then due and payable) and all accrued and unpaid interest thereon; (6) sixth, to the extent all amounts referred to in preceding clauses (1) through (5), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal amount of Revolving Loans (whether or not then due and payable) and all accrued and unpaid interest thereon and outstanding unreimbursed drawings under any Letters of Credit; (7) seventh, to the extent all amounts referred to in preceding clauses (1) through (6), inclusive, have been paid in full, but only if a Default or an Event of Default has occurred and is continuing, to cash collateralize (on a ratable basis) all outstanding Letters of Credit issued (such cash collateral to be held by the Administrative Agent while a Default or an Event of Default exists in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent and applied to the Obligations of the Borrower to the Issuing Banks and/or the Lenders in respect of any unreimbursed drawings under any Letters of Credit made under any such Letters of Credit); (8) eighth, to the extent all amounts referred to in preceding clauses (1) through (7), inclusive, have been paid in full, to pay (on a ratable basis) all other outstanding Obligations then due and payable to the Agents and the Lenders under any of the Credit Documents; and (9) ninth, to the extent all amounts referred to in preceding clauses (1) through (8), inclusive, have been paid in full, the balance, if any, to the Borrower to be used for any purpose not prohibited under this Agreement.

(e) After the end of each month, the Administrative Agent shall send the Borrower and each Lender a statement accounting for the charges, loans, advances and other transactions occurring among and between the Administrative Agent, the Lenders, the Issuing Bank and the Borrower during that month. The monthly statements shall, absent manifest error, be final, conclusive and binding on the Borrower and the Lenders.

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5.15 Landlords’ Agreements, Bailee Letters and Real Estate Purchases. Each Credit Party will use its commercially reasonable efforts to obtain a Landlord Personal Property Collateral Access Agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where any material amount of Collateral consisting of Inventory or equipment or other goods is stored or located, which agreement or letter shall (unless otherwise agreed to in writing by the Administrative Agent) contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. With respect to such locations or warehouse space leased as of the Closing Date and thereafter, in each case with Collateral in excess of $100,000 is stored or located, if the Collateral Agent has not received a Landlord Personal Property Collateral Access Agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is leased), any Eligible Inventory at that location shall, in the Administrative Agent’s reasonable discretion, be subject to such Reserves as may be established by the Administrative Agent in its Permitted Discretion. Each Credit Party will timely and fully pay and perform its obligations in all material respects under all leases and other agreements with respect to each leased location or public warehouse where any Collateral consisting of Inventory or equipment or other goods having an aggregate value in excess of $100,000 is located except to the extent that the same are being contested in good faith. Notwithstanding the foregoing, no Credit Party shall be required to pay any consideration to obtain any Landlord Personal Property Collateral Access Agreement or bailee letter, as applicable (other than the reasonable fees and expenses of counsel). In no event shall the failure to obtain any Landlord Personal Property Collateral Access Agreement or bailee letter, as applicable, constitute a Default or an Event of Default so long as such Credit Party has used its commercially reasonable efforts to obtain same as required above.

5.16 [Reserved].

5.17 Real Estate Assets. Within 90 days following the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion), in order to create in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected Second Priority Lien and security interest in certain Real Estate Assets, the Borrower and each applicable Guarantor Subsidiary shall deliver to the Collateral Agent:

(i) fully executed and notarized Mortgages and corresponding UCC-1 fixture filings, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.17(a) (each, a “Closing Date Mortgaged Property”);

(ii) opinions of counsel (which counsel shall be reasonably satisfactory to the Collateral Agent) in each state in which a Closing Date Mortgaged Property is located addressed to the Collateral Agent and the Lenders with respect to the enforceability and perfection of the Mortgages to be recorded in such state and other

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matters customarily included in such opinions, and opinions of counsel for the Borrower or a Guarantor Subsidiary, as applicable, regarding due authorization, execution and delivery of the Mortgages, in each case in form and substance reasonably satisfactory to the Collateral Agent;

(iii) (A) American Land Title Association (“ALTA”) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Collateral Agent (the “Title Company”) with respect to each Closing Date Mortgaged Property (each, a “Title Policy” and collectively, the “Title Policies”), in amounts not less than the fair market value of each Closing Date Mortgaged Property as reasonably estimated by the Borrower in good faith and insuring the Collateral Agent that each Mortgage creates a valid and enforceable second priority mortgage lien on the Closing Date Mortgaged Property subject thereto subject to Permitted Encumbrances (as defined in the Mortgages). Each Title Policy shall be in form and substance reasonably satisfactory to the Collateral Agent and shall include, to the extent available on a commercially reasonable basis in the applicable jurisdiction, supplemental endorsements (including endorsements relating to future advances under this Agreement and the other Credit Documents), usury, first loss, tax parcel, subdivision, zoning, contiguity, variable rate, doing business, public road access, survey, environmental lien, mortgage tax and so-called comprehensive coverage over covenants and restrictions and for any other matters that the Collateral Agent in its discretion may reasonably request, including affirmative insurance over any matter and such reinsurance and/or co-insurance as the Collateral Agent shall reasonably request. No Title Policy shall include the “standard” title exceptions, the “standard” survey exception (except where such standard survey exception cannot be removed under the rules of a particular jurisdiction) or an exception for any mechanics’ lien (except with respect to the properties set forth on Schedule 5.17(b) attached hereto; provided that the Borrower shall exercise commercially reasonable efforts to remove the exception for any mechanics’ liens). The Borrower and each applicable Guarantor Subsidiary shall also deliver on or prior to the execution of a Mortgage with respect to a Closing Date Mortgaged Property, a recent title report issued by the Title Company with respect to such Closing Date Mortgaged Property, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent and (B) evidence reasonably satisfactory to the Collateral Agent that such Credit Party has paid or has made satisfactory arrangements for such payment to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages and filing the fixture filings for each Closing Date Mortgaged Property in the appropriate real estate records (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then, to the extent permitted by, and in accordance with, applicable law, the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the indebtedness allocated to the applicable Closing Date Mortgaged Property and (y) the estimated fair market value of the Closing Date Mortgaged Property at the time the Mortgage is entered into and determined in a manner reasonably acceptable to the Collateral Agent and the Borrower, which in the

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case of preceding clause (y) will result in a limitation of the indebtedness secured by the Mortgage to such amount); and has delivered to the Title Company all affidavits, certificates, information (including financial data) and instruments of indemnification (including a “gap” indemnification) as reasonably required to induce the Title Company to issue each Title Policy;

(iv) either (A) a copy of the existing survey of each Closing Date Mortgaged Property, together with a “no-change” affidavit, if such are acceptable to the Title Company and sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Closing Date Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) or (B) a survey of each Closing Date Mortgaged Property (and all improvements thereon) (I) prepared by a surveyor or engineer licensed to perform surveys in the state, commonwealth or applicable jurisdiction where such Closing Date Mortgaged Property is located, (II) dated not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Closing Date Mortgaged Property, in which event such survey shall be dated after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than twenty days prior to such date of delivery, (III) certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent and the Title Company, (IV) complying in all respects with the minimum detail requirements of the ALTA as such requirements are in effect on the date of preparation of such survey, and (V) sufficient for the Title Company to remove all standard survey exceptions (except where such standard survey exceptions cannot be removed under the rules of a particular jurisdiction) from the Title Policy relating to such Closing Date Mortgaged Property and issue the endorsements required pursuant to the provisions of preceding clause (iii) and deliver to the Title Company all customary title and survey affidavits or zoning reports as may be reasonable to cause the Title Company to issue the Title Policies; provided, however, that notwithstanding anything herein to the contrary, no surveys or survey coverage, including deletion of the standard survey exception and issuance of survey related endorsements, will be required with respect to the vacant land adjoining 415 W. 6th Avenue, South Hutchinson, Kansas;

(v) to the extent reasonably requested by the Collateral Agent, (A) copies of all leases, licenses or other instruments creating a possessory interest in the Closing Date Mortgaged Properties and (B) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the transactions and as are necessary to issue the Title Policies; provided that obtaining any third party documents under this clause (B) shall be subject to the exercise of commercially reasonable efforts; provided further that no subordination agreements shall be required with respect to leases or subleases that are permitted by Section 6.2(k)(ii) hereof unless such subordination agreements are required to be delivered pursuant to the Secured Note Indenture or have been delivered to the Secured Notes Collateral Agent;

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(vi) flood certificates covering each Closing Date Mortgaged Property in form and substance reasonably acceptable to the Collateral Agent, certified to the Collateral Agent in its capacity as such and certifying whether or not each such Closing Date Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map; and

(vii) to the extent the improvements on a Closing Date Mortgaged Property are located in a special flood hazard zone, the Borrower and each applicable Guarantor Subsidiary shall deliver evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to the Collateral Agent.

5.18 Designation of Subsidiaries. (a) The board of directors of the Borrower may at any time designate any Restricted Subsidiary formed or acquired after the Closing Date as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing (including after giving effect to the reclassification of Investments in, Indebtedness of and Liens on, the applicable Restricted Subsidiary or Unrestricted Subsidiary), (ii) after such designation (or re-designation), the Borrower would be in pro forma compliance with the financial covenant set forth in Section 6.8 (determined as if a Compliance Period is then in existence), (iii) any Restricted Subsidiary previously designated as an Unrestricted Subsidiary may not be re-designated as an Unrestricted Subsidiary, (iv) the status of any such Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary shall at all times be the same under this Agreement, the Secured Notes Documents, the Additional Secured Notes Documents, the Refinancing Secured Notes Documents, the Unsecured Acquisition Debt Documents and the documents governing any Qualified Seller Subordinated Debt (and, in each case, any Permitted Refinancing in respect thereof), (v) no Unrestricted Subsidiary shall at any time own any Capital Stock of the Borrower or its Restricted Subsidiaries, (vi) no Unrestricted Subsidiary shall at any time hold any Indebtedness of, or any Lien on any property or assets of, the Borrower or any of its Restricted Subsidiaries, (vii) no Unrestricted Subsidiary at any time shall have any Indebtedness other than Non-Recourse Debt, (viii) neither the Borrower nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock of any Unrestricted Subsidiary or (y) to maintain or preserve such Unrestricted Subsidiary’s financial condition or to cause such Unrestricted Subsidiary to achieve any specific levels of operating results and (ix) all Investments in an Unrestricted Subsidiary only may be made if the Payment Conditions are satisfied. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined by the board of directors of the Borrower in good faith of the Borrower’s or its Subsidiary’s (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute, at the time of designation, the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the board of directors of the Borrower in good faith at the date of such designation of the Borrower’s or its

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Subsidiary’s (as applicable) Investment in such Subsidiary. The re-designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall be deemed to be the creation of a Restricted Subsidiary for purposes of Section 5.10, and such re-designated Restricted Subsidiary shall be required to comply with the provisions set forth therein (to the extent applicable).

(b) Any designation (or re-designation, as the case may be) of a Subsidiary of the Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from an Authorized Officer of the Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the board of directors of the Borrower giving effect to such designation, (ii) certifying that such designation (or re-designation, as the case may be) complies with the provisions of this Section 5.18 and was permitted by this Agreement, including Sections 6.1, 6.2 and 6.7, as applicable, and (iii) demonstrating in reasonable detail the calculations required by preceding clause (a).

Section 6    Negative Covenants

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations (other than indemnities and similar contingent obligations not then due and payable) and cancellation or expiration of all Letters of Credit (or the provision of cash collateral or a back-stop letter of credit therefor issued by a bank satisfactory to the Administrative Agent and the applicable Issuing Bank, and in each case in an amount equal to at least 105% of the aggregate amount of all outstanding Letters of Credit at such time and otherwise satisfactory to the Administrative Agent and the applicable Issuing Bank thereof), each such Credit Party shall perform, and shall cause each of its Restricted Subsidiaries to perform, all covenants in this Section 6.

6.1 Indebtedness. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) the Obligations;

(b) Indebtedness of the Borrower or any Guarantor Subsidiary owing to any Credit Party; provided, (i) all such Indebtedness shall be evidenced by promissory notes (which may be in the form of a global note), in form and substance reasonably satisfactory to the Administrative Agent and (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Revolving Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that, in any such case, is reasonably satisfactory to the Administrative Agent;

(c) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries arising from (x) agreements providing for indemnification, adjustment of purchase price or similar obligations, or (y) guarantees or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or dispositions permitted under Section 6.9 (“Permitted Dispositions”) of any business,

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assets or Restricted Subsidiary of the Borrower or any of its Restricted Subsidiaries, provided that any such obligations set forth in immediately preceding clause (x) are those of the Person making the respective Permitted Acquisition or such Permitted Disposition, as the case may be, and are not guaranteed by any other Person except as may be permitted under this Section 6.1;

(d) Indebtedness which may be deemed to exist pursuant to any completion guarantees, performance bonds, surety bonds, bonds securing the performance of statutory obligations, appeal bonds or similar obligations (in each case, exclusive of obligations for the payment of borrowed money) incurred in the ordinary course of business by the Borrower or any of its Restricted Subsidiaries;

(e) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries to a bank or other financial institution in respect of customary netting services and overdraft protections in connection with deposit accounts maintained for the Borrower or any of its Restricted Subsidiaries in the ordinary course of business so long as such Indebtedness is covered within five Business Days;

(f) Indebtedness of the Borrower to finance the repurchase price of the Borrower’s Capital Stock from former employees of the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; provided such Indebtedness is unsecured, not guaranteed by any Restricted Subsidiary of the Borrower and subordinated to the Revolving Obligations on terms and conditions reasonably acceptable to the Administrative Agent;

(g) (i) subject to the limitations set forth in Section 6.7(j), guarantees by the Borrower and any Guarantor Subsidiary of Indebtedness of (x) the Borrower or any Guarantor Subsidiary, in each case with respect to Indebtedness otherwise permitted to be incurred by the Borrower or any Guarantor Subsidiary pursuant to this Section 6.1, and (y) any Restricted Subsidiary of the Borrower that is not a Credit Party, in each case with respect to Indebtedness otherwise permitted to be incurred by any Restricted Subsidiary of the Borrower that is not a Credit Party pursuant to this Section 6.1 (unless, in either such case, such Indebtedness is not otherwise permitted to be guaranteed by this Agreement), provided that if any such Indebtedness is subordinated, such guarantees shall also be subordinated to the same extent and (ii) guarantees by Restricted Subsidiaries of the Borrower that are not Credit Parties of Indebtedness of any other Restricted Subsidiaries of the Borrower that are not Credit Parties, in each case with respect to Indebtedness otherwise permitted to be incurred by such Restricted Subsidiaries of the Borrower that are not Credit Parties under this Agreement;

(h) Existing Indebtedness described in Schedule 6.1 (as reduced by any permanent repayments of principal thereof made after the Closing Date), but not any extensions, renewals, refinancings or replacements of such Indebtedness except refinancings and extensions of any such Indebtedness if the terms and conditions thereof, taken as a whole, are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended (it being understood that if the Borrower delivers to the Administrative Agent a certificate of an Authorized Officer together with a

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reasonably detailed description of the terms of such extension, renewal, refinancing or replacement. stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement and the Administrative Agent does not notify the Borrower within five Business Days of delivery of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), then such extension, renewal, refinancing or replacement shall be deemed to satisfy the foregoing requirement), and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness as so extended, renewed, refinanced or replaced shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the then outstanding principal amount of the Indebtedness being renewed, extended or refinanced, as the case may be, plus the amount of all interest to be capitalized and the amount of all fees and expenses (including premiums and penalties) incurred in connection therewith, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

(i) Indebtedness of the Borrower or any of its Restricted Subsidiaries with respect to (x) Capital Leases, (y) purchase money Indebtedness and (z) Permitted Refinancings of the foregoing; provided, that (I) the aggregate principal amount of all Indebtedness permitted by this clause (i) shall not exceed the greater of $25,000,000 and 3.75% of Total Assets at any one time outstanding and (II) to the extent that any such Indebtedness is secured, such liens are otherwise incurred in accordance with Section 6.2(m);

(j) (x) the Secured Notes in an aggregate principal amount not to exceed $200,000,000 (as reduced by any repayments or prepayments of principal thereof made after the Closing Date) and (y) senior secured debt securities (or secured institutional term loans related thereto) issued by the Borrower to prepay or redeem any indebtedness incurred under this clause (j) in full or in part, in an aggregate principal amount of up to the aggregate principal amount of the Secured Notes or any other indebtedness incurred under this clause (j)(y), as applicable, so prepaid or redeemed, plus the amount of any capitalized fees, discounts and commissions with respect thereto (but excluding the effects of original issue discount, accretion of principal and interest paid-in-kind), plus any reasonable and customary transaction costs and fees (approved by the Administrative Agent) and accrued interest and required premium or penalty incurred in connection therewith (the “Refinancing Secured Notes”) (as reduced by any repayments or prepayments of principal of such Refinancing Secured Notes made after the issuance thereof); provided that the proceeds thereof are used solely to prepay or redeem the Secured Notes or Refinancing Secured Notes, as applicable, and to pay reasonable and customary fees, commissions, legal fees and other costs and expenses incurred in connection with such issuance and redemption or prepayment; provided, further, that (i)(A) the terms of such additional Indebtedness shall not contain any cross-default provisions (other than for material non-payment at final maturity (or otherwise substantially the same as set forth in the Secured Note Indenture)), but may include a cross-acceleration provision, (B) the terms of the Refinancing Secured Notes shall not contain any financial maintenance covenants (whether stated as a covenant, default or

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otherwise), although “incurrence-based” financial tests may be included, (C) the Refinancing Secured Notes shall not be secured by any asset of the Borrower or any of its Restricted Subsidiaries other than Collateral of the Borrower and any Guarantor Subsidiary (but otherwise subject to the Intercreditor Agreement) and shall not be guaranteed by any Restricted Subsidiary of the Borrower other than a Guarantor Subsidiary, (D) no portion of the principal of the Refinancing Secured Notes shall be scheduled to be redeemed, repurchased or otherwise repaid or prepaid (other than as a result of a change of control, customary offers upon asset sales, acceleration or such other provision as shall be customary for comparable high-yield debt securities) prior to the one year anniversary of the latest Revolving Commitment Termination Date then in effect, and (E) the terms of such Refinancing Secured Notes (other than as provided in preceding clauses (A) through (D)) shall be customary for secured high yield debt securities for similar issuers based on then prevailing market conditions and (ii) immediately before and after giving effect to the incurrence of the Refinancing Secured Notes, no Default or Event of Default shall exist or would result therefrom;

(k) Indebtedness of the Borrower or any of its Restricted Subsidiaries under Hedging Agreements or any Commodities Agreement entered into for the purpose of hedging risks associated with the Borrower’s and its Restricted Subsidiaries’ operations, provided that no such Hedging Agreement or Commodities Agreement shall be entered into for speculative purposes;

(l) Indebtedness of Foreign Restricted Subsidiaries of the Borrower consisting of local lines of credit incurred in the ordinary course of business of such Foreign Restricted Subsidiaries in an aggregate principal amount not to exceed at any time the U.S. dollar equivalent of $10,000,000;

(m) (i) Indebtedness of Restricted Subsidiaries of the Borrower that are not Credit Parties owing to other Restricted Subsidiaries of the Borrower that are not Credit Parties, (ii) Indebtedness of any Restricted Subsidiary of the Borrower that is not a Credit Party owing to the Borrower or any Guarantor Subsidiary to the extent permitted by Section 6.7(j), and (iii) Indebtedness of the Borrower or any Guarantor Subsidiary owing to any Restricted Subsidiary of the Borrower that is not a Credit Party, so long as in the case of preceding clause (iii), all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Revolving Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that, in any such case, is reasonably satisfactory to the Administrative Agent;

(n) (i) Indebtedness assumed in Permitted Acquisitions (including any Permitted Refinancings thereof) not to exceed $10,000,000 in the aggregate at any time outstanding, provided that (x) any such assumed Indebtedness was not incurred in connection with, or anticipation or contemplation of, such Permitted Acquisition and (y) any such Indebtedness does not constitute debt for borrowed money, it being understood and agreed that purchase money Indebtedness and Capital Leases shall not constitute debt for borrowed money for purposes of this clause (y) and (ii) to the extent constituting Indebtedness, Earn-Out Obligations of the Borrower or any of its Restricted Subsidiaries;

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(o) so long as no Default or Event of Default then exists or would result therefrom, other Indebtedness of the Borrower and its Restricted Subsidiaries in an aggregate outstanding principal amount not to exceed at any time $25,000,000;

(p) unsecured debt securities (or unsecured institutional term loans related thereto) of the Borrower the net cash proceeds of which are used to consummate one or more Permitted Acquisitions (“Unsecured Acquisition Debt”); provided, that (i)(A) the terms of such Unsecured Acquisition Debt shall not contain any cross-default provisions (other than for material non-payment at final maturity (or otherwise substantially the same as set forth in the Secured Note Indenture)), but may include a cross-acceleration provision, (B) the Unsecured Acquisition Debt shall not be guaranteed by any Restricted Subsidiary of the Borrower other than a Guarantor Subsidiary, (C) no portion of the principal of the Unsecured Acquisition Debt shall be scheduled to be redeemed, repurchased or otherwise repaid or prepaid (other than as a result of a change of control, customary offers upon asset sales, acceleration, AHYDO Catch-Up Payments or such other provision as shall be customary for comparable high-yield debt securities and related institutional term loans) prior to the one year anniversary of the latest Revolving Commitment Termination Date then in effect and (D) the Unsecured Acquisition Debt, and the terms thereof, shall (x) be customary for unsecured high yield debt securities for similar issuers and (y) shall not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise), although “incurrence- based” financial tests may be included and (ii) after giving effect to the incurrence of such Indebtedness represented thereby, (I) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenant set forth in Section 6.8 (determined as if a Compliance Period is then in existence), (II) the Total Leverage Ratio calculated as of the last day of the most recently ended Fiscal Quarter, determined on a pro forma basis giving effect to the incurrence of such Unsecured Acquisition Debt, shall be no greater than 4.50:1.00 and (III) no Default or Event of Default shall exist or would result therefrom, and any Permitted Refinancings thereof;

(q) secured debt securities of the Borrower (or secured institutional term loans related thereto) (“Additional Secured Notes”); provided, that (i) the net cash proceeds of such Additional Secured Notes are used to consummate one or more Permitted Acquisitions, (ii) the terms of such Additional Secured Notes shall be consistent with the sub-clause (i) of the further proviso of Section 6.1(j) and (iii) after giving effect to the incurrence of such Indebtedness represented thereby, (I) the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenant set forth in Section 6.8 (determined as if a Compliance Period is then in existence), (II) the Secured Leverage Ratio calculated as of the last day of the most recently ended Fiscal Quarter, determined on a pro forma basis giving effect to the incurrence of such secured Indebtedness, shall be no greater than 4.00:1.00 and (III) no Default or Event of Default shall exist or would result therefrom, and any Permitted Refinancings thereof;

(r) guarantees and other obligations in respect of Indebtedness and other obligations of Dealers (or customers of the Borrower or Dealers), when taken together with all Investments made pursuant to Section 6.7(t) that are at the time outstanding, not to exceed $10,000,000; and

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(s) with respect to the Borrower only, Qualified Seller Subordinated Debt issued solely as consideration for Permitted Acquisitions, provided that, other than with respect to any additional principal amounts resulting from the accrual of pay-in-kind interest or accretion of original issue discount, no Default or Event of Default shall exist or would result therefrom, and any Permitted Refinancings thereof.

6.2 Liens. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset (real or personal, tangible or intangible) of any kind (including any document or instrument in respect of goods or accounts receivable) of the Borrower or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except:

(a) (w) Liens in favor of the Collateral Agent for the benefit of the Revolving Secured Parties granted pursuant to any Credit Document, (x) Liens on Collateral in favor of the Secured Notes Collateral Agent for the benefit of the Secured Notes Secured Parties granted pursuant to any Secured Notes Documents, as in effect on the Closing Date and as amended, supplemented or modified from time to time in accordance with the terms of the Intercreditor Agreement, (y) Liens on Collateral in favor of the Additional Secured Notes Collateral Agent for the benefit of the Additional Secured Notes Secured Parties granted pursuant to the Additional Secured Notes and related collateral documents, as in effect at the time of the issuance of such Additional Secured Notes and as amended, supplemented or modified from time to time in accordance with the terms of the Intercreditor Agreement and (z) Liens on Collateral in favor of the Secured Notes Collateral Agent for the benefit of the Secured Notes Secured Parties granted pursuant to the Refinancing Secured Notes and related collateral documents, as in effect at the time of the issuance of such Refinancing Secured Notes and as amended, supplemented or modified from time to time in accordance with the terms of the Intercreditor Agreement, provided that, in the case of preceding sub-clauses (x), (y) and (z), any such Liens and the rights and remedies with respect thereto are at all times subject to the Intercreditor Agreement;

(b) inchoate Liens for Taxes not then due or, if due, if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, which proceedings have the effect of preventing, staying or postponing the forfeiture or sale of the property or assets subject to such Lien and so long as such adequate reserves or other appropriate and adequate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

(c) statutory Liens of landlords, banks (and rights of set-off), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 430(k) or 436(f) of the Code or by ERISA), in each case incurred in the ordinary course of business (and which do not secure Indebtedness for borrowed money) (i) for amounts not yet overdue or (ii) for amounts that are overdue and that are being contested in good faith by

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appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to such statutory or contractual Lien and so long as such adequate reserves or other appropriate and adequate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts;

(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, employment or unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

(e) easements, rights of way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Restricted Subsidiaries and do not materially interfere with the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder and any restriction, lien or encumbrance that the interest or title of such lessor or sublessor may be subject to;

(g) Liens solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder, provided that the aggregate amount of all cash subject to all Liens permitted by this Section 6.2(g) shall not at any time exceed $5,000,000;

(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property, in each case not securing Indebtedness and not materially interfering with the conduct of the business of the Borrower and its Restricted Subsidiaries taken as a whole;

(k) (i) licenses of copyrights, patents, trademarks and other intellectual property rights granted by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Borrower or such Restricted Subsidiary; provided that such licenses do not prevent the granting of any Liens on such assets pursuant to the terms of the Pledge and Security Agreement or any other Collateral Document, and (ii) leases or subleases granted by the Borrower or any of its Restricted Subsidiaries to third parties in respect of surplus property which is not fundamental to the operation of the business in the ordinary course of business;

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(l) Liens (i) described in Schedule 6.2 or (ii) with respect to Real Estate Assets described on a Title Policy delivered pursuant to Section 5.17(iii);

(m) Liens securing Indebtedness permitted pursuant to Section 6.1(i); provided, (i) in the case of sub-clause (x) thereof (or sub-clause (z) thereof with respect thereto), such Liens only serve to secure the payment of Indebtedness arising under such Capital Leases and the Lien encumbering the asset giving rise to the obligations in respect thereof does not encumber any other asset of the Borrower or any of its Restricted Subsidiaries, and (ii) in the case of sub-clause (y) thereof (or sub-clause (z) thereof with respect thereto), any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness and such Lien shall have been placed on such acquired asset at the time of the acquisition thereof by the Borrower or such Restricted Subsidiary or within 120 days thereafter to secure Indebtedness incurred to pay (or reimburse) all or a portion of the purchase price thereof or to secure Indebtedness incurred solely for the purpose of financing the acquisition of any such asset;

(n) Liens securing Indebtedness of Foreign Restricted Subsidiaries permitted pursuant to Section 6.1(l), provided that such Liens only attach to the assets of Foreign Restricted Subsidiaries;

(o) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Restricted Subsidiary of the Borrower in existence at the time such Restricted Subsidiary is acquired pursuant to a Permitted Acquisition (together with any after-acquired property of the same type of such Restricted Subsidiary to the extent that the terms of any such existing security arrangements provide for the same, but determined without giving effect to the merger of any such Restricted Subsidiary with and into the Borrower or any of its other Restricted Subsidiaries), provided that (x) any Indebtedness that is secured by such Liens is permitted to exist under Section 6.1(n), and (y) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition;

(p) Liens securing judgments for the payment of money in respect of which the Borrower or any of its Restricted Subsidiaries shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings (except to the extent giving rise to an Event of Default under Section 8.1(h)), provided that (x) with respect to property of any Credit Party, the aggregate amount of all cash and Cash Equivalents subject to such Liens, and the Fair Market Value of all other property subject to such Liens on a voluntary or consensual basis, does not exceed $10,000,000 at any time outstanding and (y) the aggregate amount of all obligations and liabilities secured by such Liens (whether or not consensual) shall not exceed $10,000,000 at any time outstanding;

(q) Liens that are contractual rights of setoff on cash deposits, in each case granted in the ordinary course of business in favor of a bank or other financial institution

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with which the applicable accounts are maintained, and (i) relating to the establishment of depository relations by the Borrower and/or any of its Restricted Subsidiaries not given in connection with the issuance or incurrence of Indebtedness or (ii) pertaining to pooled deposit and/or sweep accounts of the Borrower and/or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries; provided, in either case such Liens only secure amounts owing to such bank or other financial institution with respect to the foregoing arrangements;

(r) Liens on documents of title and the property covered thereby securing Indebtedness in respect of trade, commercial and documentary letters of credit;

(s) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business; and

(t) other Liens on assets of the Borrower or any of its Restricted Subsidiaries securing Indebtedness; provided that (i) such Liens shall not be on any Revolving Priority Collateral and (ii) the aggregate amount of the Indebtedness and other obligations secured thereby, does not, in either case, exceed $20,000,000 at any time.

6.3 Equitable Lien. If any Credit Party or any of its Restricted Subsidiaries shall incur, create or assume, directly or indirectly, any Lien upon any of its properties or assets (a) of a kind or nature comparable to the Secured Notes Priority Collateral, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Revolving Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness (other than the Secured Notes or any Additional Secured Notes or Refinancing Secured Notes which shall retain a First Priority Lien on such properties or assets) secured thereby as long as any such Indebtedness shall be so secured and (b) of a kind or nature comparable to the Revolving Priority Collateral, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Revolving Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness (other than the Secured Notes, any Additional Secured Notes or the Refinancing Secured Notes which shall retain a Second Priority Lien on such properties or assets) secured thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding the foregoing, this covenant shall not be construed as a consent by the Requisite Lenders to the creation or assumption of any such Lien not otherwise permitted hereby.

6.4 No Further Negative Pledges and Other Restrictions. No Credit Party shall, nor shall any Credit Party permit any of its Restricted Subsidiaries to, enter into any agreement prohibiting, directly or indirectly, the incurrence, creation or assumption of any Lien upon any properties or assets of the Borrower or any of its Restricted Subsidiaries, whether now owned or hereafter acquired, except with respect to:

(a) applicable law;

(b) this Agreement and the other Credit Documents;

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(c) the Secured Notes Documents or any document evidencing the Additional Secured Notes or the Refinancing Secured Notes (provided that such restrictions are no less favorable to the Lenders in any material respects than those contained in the Secured Note Indenture);

(d) restrictions on cash and other deposits of customers of the Borrower and its Restricted Subsidiaries under contracts entered into in the ordinary course of business;

(e) restrictions contained in agreements with respect to Indebtedness incurred by Restricted Subsidiaries of the Borrower that are not Credit Parties in accordance with this Agreement (provided that such restrictions are limited to the property or assets of such Restricted Subsidiary and its Restricted Subsidiaries);

(f) restrictions contained in the Unsecured Acquisition Debt Documents provided that such restrictions are no less favorable to the Lenders in any material respect than those contained in comparable high yield senior unsecured debt securities for similar issuers;

(g) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements (in each case, in which the Borrower or any of its Restricted Subsidiaries has any leasehold interest or is the licensee, as the case may be) entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be);

(h) specific property subject to Liens permitted to be incurred under Section 6.2 and restrictions in the agreements relating thereto that limit the right of the Borrower or any of its Restricted Subsidiaries to dispose of or transfer the assets subject to such Liens;

(i) provisions limiting the disposition or distribution of assets or property in joint venture agreements, sale-leaseback agreements, stock sale agreements and other similar agreements, which limitation is applicable only to the assets that are the subject of such agreements;

(j) any encumbrance or restriction in connection with an acquisition of property, so long as such encumbrance or restriction relates solely to the property so acquired and was not created in connection with, or in contemplation or anticipation of, such acquisition;

(k) restrictions imposed by customary provisions in joint venture agreements, partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements (in each case, in which the Borrower or any of its Restricted Subsidiaries is a partner, limited liability member, joint venture party or similar principal interested party, as the case may be) that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person; and

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(l) restrictions contained in agreements existing at the time any Person becomes a Restricted Subsidiary of the Borrower pursuant to a Permitted Acquisition, so long as such agreement was not entered in connection with, or in contemplation or anticipation of, such Person becoming a Restricted Subsidiary.

6.5 Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any Restricted Junior Payment (or any sum therefor) except that:

(a) so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the Borrower may purchase or redeem Capital Stock of the Borrower or Parent (including, in each case, related stock appreciation rights or similar securities) held by then present or former directors, officers or employees of the Borrower or Parent or any of its Restricted Subsidiaries or by any Pension Plan upon such person’s death, disability, retirement or termination of employment or under the terms of any such Pension Plan or any other agreement under which such shares of stock or related rights were issued; provided that the aggregate amount of such purchases or redemptions under this clause (a) shall not exceed (x) $5,000,000 in any Fiscal Year plus the unused portion of such amount from the immediately preceding Fiscal Year and (y) $20,000,000 in the aggregate; provided further, that the Borrower may carry over and make in the two immediately subsequent Fiscal Years, in addition to the amounts permitted for such Fiscal Year, the amount of such repurchases, redemptions or other acquisitions or retirements for value permitted to have been made but not made in the two immediately preceding Fiscal Years;

(b) (x) so long as no Default under Section 8.1(a), 8.1(f) or 8.1(g) or Event of Default shall exist or be caused thereby, the Borrower may pay management fees to the Sponsor in an aggregate amount not to exceed $1,000,000 per Fiscal Year and (y) the Borrower may reimburse the Sponsor for its reasonable out-of-pocket costs and expenses pursuant to any Management Agreement; provided that (i) such fees accrue ratably throughout such Fiscal Year and are not payable in advance or more frequently than once per Fiscal Quarter and (ii) any fees payable which are not paid to the Sponsor as a result of the occurrence and continuation of a Default under Section 8.1(a), 8.1(f) or 8.1(g) or an Event of Default may subsequently be paid in full at such time as no such Default or Event of Default shall then be continuing (or would be caused thereby);

(c) (x) any Restricted Subsidiary of the Borrower may pay cash dividends or other cash distributions to the Borrower or any wholly-owned Restricted Subsidiary of the Borrower which is its parent company and (y) any non-wholly-owned Restricted Subsidiary of the Borrower may pay cash dividends or other cash distributions to its equity holders generally so long as the Borrower or its Restricted Subsidiary which owns the equity interest in the Restricted Subsidiary paying such dividend or distribution receives at least its proportionate share thereof (based upon its relative holding of the equity interests in the Restricted Subsidiary paying such dividend or distribution);

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(d) the Borrower may pay regularly scheduled dividends on its Qualified Preferred Stock pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock and/or shares of common Capital Stock of the Borrower (but not in cash); provided that in lieu of issuing additional shares of such Qualified Preferred Stock and/or common Capital Stock of the Borrower as dividends, the Borrower may increase the liquidation preference of the shares of Qualified Preferred Stock in respect of which such dividends have accrued;

(e) the Borrower may pay all interest on any Qualified Seller Subordinated Debt solely through the issuance of additional Qualified Seller Subordinated Debt of such Credit Party, common Capital Stock of the Borrower, Qualified Preferred Stock of the Borrower or through the accretion of any original issue discount or any combination of the foregoing; provided, however, so long as no Default or Event of Default then exists or would result therefrom and such payment otherwise would be permitted to be paid at such time by the subordination provisions of such Qualified Seller Subordinated Debt, the Borrower may pay such interest in cash;

(f) the Borrower and its Restricted Subsidiaries may make Restricted Junior Payments so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all Restricted Junior Payments made pursuant to this clause (f) shall not exceed the Net Equity Proceeds Amount at such time and (iii) such Restricted Junior Payments are made substantially contemporaneously with the receipt of the respective Net Equity Proceeds;

(g) any Credit Party may make Permitted Payments to Parent; and

(h) so long as the Payment Conditions are satisfied both before and after making any Restricted Junior Payment in reliance on this Section 6.5(h), the Borrower and its Restricted Subsidiaries may make additional Restricted Junior Payments not otherwise permitted under this Section 6.5.

6.6 Restrictions on Subsidiary Distributions. Except as provided (x) in this Agreement, (y) in the Secured Note Indenture, the Refinancing Secured Note Indenture, any Additional Secured Note Indenture or any Unsecured Acquisition Debt Documents, or (z) with respect to encumbrances or restrictions on the ability of any Foreign Restricted Subsidiary of the Borrower only, in any documentation evidencing the local lines of credit of Foreign Restricted Subsidiaries expressly permitted by Section 6.1(l), no Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Restricted Subsidiary of the Borrower to:

(a) pay dividends or make any other distributions on any of such Restricted Subsidiary’s Capital Stock owned by the Borrower or any other Restricted Subsidiary of the Borrower;

(b) repay or prepay any Indebtedness owed by such Restricted Subsidiary to the Borrower or any other Restricted Subsidiary of the Borrower;

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(c) make loans or advances to the Borrower or any other Restricted Subsidiary of the Borrower; or

(d) transfer any of its property or assets to the Borrower or any other Restricted Subsidiary of the Borrower; other than restrictions:

(i) in agreements evidencing Indebtedness permitted by Section 6.1(i) that impose restrictions on the property so acquired or leased;

(ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements (in each case, in which the Borrower or any of its Restricted Subsidiaries has a leasehold interest, is a licensee, is a joint venture party or is a similar principal interested party, as the case may be) entered into in the ordinary course of business;

(iii) that are or were created by virtue of any transfer of, or any agreement to transfer or put option or equivalent disposal right with respect to any sale or other disposition of, property, assets or Capital Stock of Restricted Subsidiaries of the Borrower not otherwise prohibited under this Agreement; provided that such restrictions are not applicable to any property, assets or Capital Stock other than the property, assets or Capital Stock of the respective Restricted Subsidiary;

(iv) in any instrument governing Indebtedness or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with, or in contemplation or anticipation of, such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 6.1 to be incurred;

(v) in any agreement for the sale or other disposition of a Restricted Subsidiary permitted by Section 6.9 that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;

(vi) in provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any class of Capital Stock of a Person other than on a pro rata basis;

(vii) on the ability of any Guarantor Subsidiary, any Foreign Restricted Subsidiary or, provided that such encumbrances or restrictions will not materially affect the Borrower’s ability to make anticipated payments on any Loans (as determined in good faith by the board of directors of the Borrower), any Domestic Restricted Subsidiary that is not a Guarantor Subsidiary, to make dividends or other distributions resulting from the operation of payment defaults and reasonable financial covenants contained in

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documentation governing Indebtedness of such Guarantor Subsidiary, Foreign Restricted Subsidiary or Domestic Restricted Subsidiary permitted to be incurred under this Agreement; and

(viii) that are otherwise permitted by Section 6.4.

6.7 Investments. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Restricted Subsidiary or Joint Venture, except:

(a) Investments in cash and Cash Equivalents, provided that during any time that Revolving Loans or Swing Line Loans are outstanding, the aggregate amount of Cash Balances held by the Credit Parties shall not exceed $10,000,000 in the aggregate for any period of five consecutive Business Days;

(b) (i) equity Investments owned as of the Closing Date in any Restricted Subsidiary and (ii) cash equity Investments made after the Closing Date in any Credit Party by any other Credit Party;

(c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors, (ii) consisting of deposits, prepayments and other credits to suppliers or customers made in the ordinary course of business of the Borrower and its Restricted Subsidiaries and (iii) in any Securities received in satisfaction or partial satisfaction in connection with defaulted receivables;

(d) intercompany loans, advances and guarantees to the extent permitted under Section 6.1;

(e) Consolidated Capital Expenditures (other than Consolidated Capital Expenditures constituting Permitted Acquisitions);

(f) loans and advances to directors, officers and employees of the Borrower and its Restricted Subsidiaries (i) made in the ordinary course of business in connection with the relocation of such directors, officers or employees, (ii) made in the ordinary course of business of the Borrower or any Restricted Subsidiary in an aggregate principal amount not to exceed at any one time outstanding $1,000,000 or (iii) to finance the purchase by such person of Capital Stock of the Borrower (or any parent company thereof) or any of its Restricted Subsidiaries; provided that the aggregate amount of loans or advances made pursuant to this clause (iii) shall not exceed $1,000,000 in any Fiscal Year;

(g) (i) Investments to the extent constituting Permitted Acquisitions and (ii) Investments then held by any Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation or anticipation of, or in connection with, such Permitted Acquisition;

(h) Investments described in Schedule 6.7(h);

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(i) so long as no Default or Event of Default then exists or would result therefrom, other Investments by the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed at any time outstanding $10,000,000;

(j) (x) so long as no Default or Event of Default then exists or would result therefrom, Investments (including guaranties) by the Borrower or any Guarantor Subsidiary in Restricted Subsidiaries of the Borrower that are not Credit Parties in an aggregate amount not to exceed at any time outstanding $12,500,000, (y) Investments (including guaranties) in Restricted Subsidiaries of the Borrower that are not Credit Parties by other Restricted Subsidiaries of the Borrower that are not Credit Parties and (z) subject to Section 6.1(m)(iii) in the case of intercompany loans or advances, Investments (including guaranties) in the Borrower or any Guarantor Subsidiary by any Restricted Subsidiary of the Borrower that is not a Credit Party;

(k) Investments received in lieu of cash in connection with sales and other dispositions of assets (including sales or other dispositions of obsolete, damaged or uneconomic inventory, but excluding sales or other dispositions of other inventory whether or not in the ordinary course of business), including Asset Sales expressly permitted by Section 6.9;

(l) Investments to the extent constituting Restricted Junior Payments permitted under Section 6.5;

(m) notes from employees of the Borrower and its Restricted Subsidiaries in connection with such employees’ acquisition of shares of Capital Stock of the Borrower so long as no cash is actually advanced by the Borrower or any of its Restricted Subsidiaries in connection with the acquisition of such Capital Stock;

(n) Investments consisting of Hedging Agreements permitted hereunder;

(o) Investments consisting of the contribution of Capital Stock of a Restricted Subsidiary of the Borrower that is not a Credit Party to any other Restricted Subsidiary of the Borrower that is not a Credit Party in exchange for Indebtedness (to the extent otherwise permitted under Section 6.1) or Capital Stock of such other Restricted Subsidiary, or any combination thereof;

(p) the Borrower and its Restricted Subsidiaries may make Investments so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all Investments made pursuant to this clause (p) shall not exceed the Net Equity Proceeds Amount at such time and (iii) such Investments are made substantially contemporaneously with the receipt of the respective Net Equity Proceeds;

(q) loans to Dealers outstanding on the Closing Date and set forth in Schedule 6.7(q);

(r) loans to Dealers (in addition to those described in preceding clause (q) and succeeding clause (t)) in an aggregate amount not to exceed $10,000,000 at any time outstanding; provided that any such loans described in the immediately preceding clause

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(q) and this clause (r) shall be evidenced by promissory notes and pledged pursuant to the Pledge and Security Agreement to the Administrative Agent, for its benefit and the benefit of the other Revolving Secured Parties pursuant to documentation in form and substance satisfactory to the Administrative Agent;

(s) the Borrower and its Restricted Subsidiaries may make any Investment in reliance on this Section 6.7(s) so long as the Payment Conditions are satisfied both before and after giving effect to such Investments; and

(t) loans or advances to Dealers, when taken together with all guarantees provided pursuant to Section 6.1(r) that are at the time outstanding, not to exceed $10,000,000.

Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under Section 6.5.

6.8 Financial Covenants. During any Compliance Period, the Borrower shall not permit (i) the Fixed Charge Coverage Ratio for the most recently ended four-Fiscal Quarter period prior to the beginning of such Compliance Period for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c), as applicable, to be less than 1.00:1.00; (ii) the Fixed Charge Coverage Ratio for any four-Fiscal Quarter period for which financial statements are delivered pursuant to Section 5.1(b) or 5.1(c), as applicable, during such Compliance Period to be less than 1.00:1.00 and (iii) the Fixed Charge Coverage Ratio for each four-Fiscal Quarter period ending during such Compliance Period to be less than 1.00:1.00.

6.9 Fundamental Changes; Disposition of Assets; Acquisitions.

(a) No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except (i) any Restricted Subsidiary of the Borrower may be merged or consolidated with or into the Borrower or any other Restricted Subsidiary of the Borrower (provided, that in the case of a merger or consolidation involving (A) the Borrower, then the Borrower shall be the surviving or continuing Person, (B) a Guarantor Subsidiary, then a Guarantor Subsidiary shall be the surviving or continuing Person, or (C) a wholly-owned Restricted Subsidiary, then, unless preceding sub-clause (A) or (B) applies, a wholly-owned Restricted Subsidiary shall be the surviving or continuing Person), (ii) any Restricted Subsidiary of the Borrower may be liquidated, wound up or dissolved so long as (except in the case of an Immaterial Subsidiary) if the Person being liquidated, wound up or dissolved is (A) a Credit Party, it shall have first transferred all or substantially all of its assets to another Credit Party, and (B) a wholly-owned Restricted Subsidiary, it shall have first transferred all or substantially all of its assets to a Credit Party or another wholly-owned Restricted Subsidiary and (iii) any Restricted Subsidiary of the Borrower may be merged or consolidated, or liquidated, wound up or dissolved in connection with any sale or disposition permitted pursuant to Section 6.9(b)(vii).

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(b) No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, convey, sell, lease or sub-lease (as lessor or sub-lessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, except:

(i) any sale, lease, sub-lease, transfer or other disposition, in one transaction or a series of transactions, to the Borrower or any Restricted Subsidiary of the Borrower (provided, that if the transferor is (A) a Credit Party, the transferee is another Credit Party, and (B) a wholly-owned Foreign Subsidiary, the transferee is a Credit Party or another wholly-owned Foreign Subsidiary);

(ii) sales or other dispositions of assets that do not constitute Asset Sales;

(iii) disposals of obsolete, worn out or uneconomic property;

(iv) sales and other dispositions of property to the extent such property constitutes an Investment permitted by clauses (a), (c), (k), (m) and (n) of Section 6.7 provided that, in the case of such clause (a), such sales or other dispositions are at Fair Market Value and for cash received at the time of the closing of such sale or other disposition;

(v) sales and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business and not as part of any financing transaction or bulk sale;

(vi) sale-leaseback transactions with respect to any property (collectively, the “Permitted Sale-Leaseback Transactions”), in each case so long as (A) each such sale-leaseback transaction is an arm’s-length transaction and the Borrower or such Restricted Subsidiary, as the case may be, receives at least the Fair Market Value thereof, (B) the total consideration received by the Borrower or such Restricted Subsidiary is cash and is paid at the time of the closing of such sale, and (C) the Payment Conditions are satisfied both before and after giving effect to such Permitted Sale-Leaseback Transaction;

(vii) Asset Sales by the Borrower and its Restricted Subsidiaries (other than (x) pursuant to a sale-leaseback transaction and (y) a sale of all or substantially all of the assets of the Borrower and its Restricted Subsidiaries taken as a whole), in each case so long as (A) the Payment Conditions are satisfied both before and after giving effect to such Asset Sale, (B) the consideration received for such Asset Sale shall be in an amount at least equal to the Fair Market Value of the assets subject to such Asset Sale, (C) no less than 75% of such consideration shall be paid in cash at the time of the closing of the respective Asset Sale, (D) a pro forma Borrowing Base Certificate is delivered in accordance with (but only to the extent required by) sub-clause (y) of Section 5.1(l) and (E) such Asset Sale shall not include any Capital Stock of any Restricted Subsidiary of the Borrower unless all of the Capital Stock of such Restricted Subsidiary is sold in accordance with this clause (vii); and

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(viii) sales and other dispositions of accounts receivable that do not constitute Eligible Accounts as a result of clause (ii) of the definition thereof, so long as (A) the aggregate amount of such sales and dispositions does not exceed $10,000,000 in any Fiscal Year and (B) 100% of the consideration shall be paid in cash at the time of the closing of the respective sale or disposition.

(c) No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials, supplies and equipment, intellectual property, contract acquisition costs and capital expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

(i) Permitted Acquisitions; and

(ii) Investments made in accordance with Section 6.7.

6.10 Issuance of Capital Stock. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, issue any Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Capital Stock to any Person other than (i) for transfers and replacements of then outstanding shares of capital stock or other Capital Stock, (ii) for stock splits, stock dividends and issuances which do not decrease the percentage ownership of the Borrower and its Restricted Subsidiaries (taken as a whole) in any class of the capital stock or other Capital Stock of such Restricted Subsidiary of the Borrower, (iii) common Capital Stock and, in the case of the Borrower, any warrants, rights or options to purchase or other arrangements or rights to acquire such common Capital Stock of the Borrower, (iv) in the case of the Borrower, Qualified Preferred Stock, (v) in the case of Restricted Subsidiaries of the Borrower, Preferred Stock issued (x) to any Credit Party or (y) other than Preferred Stock issued by a Credit Party, to any wholly-owned Restricted Subsidiary thereof, (vi) in the case of Foreign Restricted Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law and for other nominal share issuances to Persons other than the Borrower and its Restricted Subsidiaries to the extent required under applicable law, and (vii) issuances by Restricted Subsidiaries of the Borrower which are newly created or acquired in accordance with the terms of this Agreement.

6.11 Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Borrower, other than in the ordinary course of business and on terms and conditions that are no less favorable in any material respect to the Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between or among the Borrower and any Guarantor Subsidiary to the extent such transaction is otherwise permitted by this Agreement, (b) reasonable and customary fees

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paid to non-officer members of the board of directors (or similar governing body) of the Borrower and its Restricted Subsidiaries, (c) compensation, employment and severance arrangements for directors, officers and other employees of the Borrower and its Restricted Subsidiaries entered into in the ordinary course of business, (d) transactions described in Schedule 6.11 and any amendments thereto that are not less favorable to the Credit Parties taken as a whole as those provided for in the original agreements (it being understood that if the Borrower delivers to the Administrative Agent a certificate of an Authorized Officer together with a reasonably detailed description of the terms of such amendments stating that the Borrower has determined in good faith that such terms satisfy the foregoing requirement and the Administrative Agent does not notify the Borrower within five Business Days of delivery of such certificate that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees), then such amendments shall be deemed to satisfy the foregoing requirement), (e) Restricted Junior Payments made under Section 6.5, (f) transactions permitted among the Borrower and its Restricted Subsidiaries under Sections 6.1(f) and (m) and 6.7, (g) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans in the ordinary course of business and approved by the board of the Borrower or the applicable Restricted Subsidiary and (h) employment and severance arrangements entered into in the ordinary course of business between any Credit Party and any employee thereof.

6.12 Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, engage in any business other than the businesses engaged in by such Credit Party on the Closing Date and similar or related businesses.

6.13 Anti-Terrorism Law; Anti-Money Laundering; Embargoed Person; Foreign Corrupt Practices Act.

(a) The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 4.27(a), (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that violates, or attempts to violate, any of the material prohibitions set forth in any Anti-Terrorism Law (and the Borrower shall deliver to the Lenders any certification or other evidence reasonably requested from time to time by any Lender, confirming the Borrower’s and its Subsidiaries’ compliance with this Section 6.13).

(b) The Borrower will not, and will not permit any of its Subsidiaries to, cause or permit any of the funds of the Borrower or any of its Subsidiaries that are used to repay the Loans to be derived from any unlawful activity with the result that the making of the Loans would be in violation of any applicable law.

(c) The Borrower will not, and will not permit any of its Subsidiaries to, cause or permit (x) any of the funds or properties of the Borrower or any of its Subsidiaries that are used to repay the Loans to constitute property of, or be beneficially owned directly or indirectly by, any Person subject to sanctions or trade restrictions under United States law (“Embargoed Person” or “Embargoed Persons”) that is identified on (1) the “List of Specially Designated

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Nationals and Blocked Persons” maintained by OFAC and/or on any other similar list maintained by OFAC pursuant to any authorizing statute including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or any applicable law promulgated thereunder, with the result that the investment in the Borrower or any of its Subsidiaries (whether directly or indirectly) is prohibited by any applicable law, or the Loans made by the Lenders would be in violation of any applicable law, or (2) the Executive Order, any related enabling legislation or any other similar Executive Orders or (y) any Embargoed Person to have any direct or indirect interest, in the Borrower or any of its Subsidiaries, with the result that the investment in the Borrower or any of its Subsidiaries (whether directly or indirectly) is prohibited by any applicable law or the Loans are in violation of any applicable law.

(d) No part of the proceeds of the Loans will be used, 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.

6.14 Payments of Certain Other Debt; Amendments or Modifications of Organizational Documents and Certain Other Agreements. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to:

(i) make (or give any notice in respect of) any voluntary or optional payment or prepayment on, AHYDO Catch-Up Payment in connection with, or redemption, repurchase or acquisition for value of, or any prepayment or redemption as a result of any change of control or similar event, asset sale, insurance or condemnation event, debt issuance, equity issuance, capital contribution or similar required “repurchase” event of (including, in each case without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), any Secured Note, Additional Secured Note, Refinancing Secured Note or Unsecured Acquisition Debt or any Permitted Refinancing of any of the foregoing; as the case may be; provided, however, (w) the Borrower may deposit proceeds of Secured Notes Priority Collateral in an Asset Sales Proceeds Account and may redeem outstanding Secured Notes, Refinancing Secured Notes or Additional Secured Notes with such proceeds, in each case as, and to the extent, required by the Secured Note Indenture, the Additional Secured Note Indenture or the Refinancing Secured Note Indenture, as the case may be, (x) the Borrower may refinance the Secured Notes, Additional Secured Notes, Refinancing Secured Notes, Unsecured Acquisition Debt and any Permitted Refinancing thereof to the extent permitted by Section 6.1, (y) the Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any Secured Notes, Additional Secured Notes, Refinancing Secured Notes or Unsecured Acquisition Debt so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) the aggregate amount of all such payments made pursuant to this clause (y) shall not exceed the Net Equity Proceeds Amount at such time and (iii) such payments are made substantially contemporaneously with the receipt of the respective Net Equity Proceeds, and (z) the Borrower may make any payment or prepayment on, or redemption or acquisition for value of, any Secured Notes, Additional

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Secured Notes, Refinancing Secured Notes or Unsecured Acquisition Debt not otherwise permitted under this Section 6.14, so long as the Payment Conditions are satisfied both before and after giving effect to such payment, prepayment, redemption or acquisition for value;

(ii) amend or modify, or permit the amendment or modification of, any provision of its Organizational Documents (including any agreement entered into by it with respect to its capital stock or other Capital Stock (including any Qualified Preferred Stock)) if the result thereof would, as determined in good faith by the Borrower, have an adverse effect in any material respect on the rights of the Lenders (it being understood that any modification of any such Organizational Document would not have an adverse effect on the Lenders if such modification is made to effectuate a transaction otherwise permitted by the term of this Agreement); or

(iii) amend, modify or change any provision of (x) any Management Agreement unless such amendment, modification or change could not reasonably be expected to be adverse to the interests of the Lenders in any material respect (although no amendment, modification or change may be made to any monetary term thereof other than to reduce the payment obligation of the Borrower and its Restricted Subsidiaries in respect thereof or extend the payment thereof), (y) enter into any new tax sharing agreement, tax allocation agreement or similar agreement without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), unless such agreement is solely among the Borrower and its wholly-owned Restricted Subsidiaries, and (z) any Shareholders Agreement or enter into any a new shareholders agreement or similar agreement without the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), unless any such amendment, modification, change or new agreement could not, as determined in good faith by the Borrower, reasonably be expected to be adverse to the interests of the Lenders in any material respect.

6.15 Amendments or Waivers with respect to Certain Indebtedness. No Credit Party shall, nor shall it permit any of its Restricted Subsidiaries to, amend or otherwise change the terms of the Secured Notes, any Additional Secured Notes, any Unsecured Acquisition Debt, the Refinancing Secured Notes or any Qualified Seller Subordinated Debt (or any document related to any of the foregoing), or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on the Secured Notes, Unsecured Acquisition Debt, Additional Secured Notes, Refinancing Secured Notes or Qualified Seller Subordinated Debt, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect to the Secured Notes, Unsecured Acquisition Debt, Additional Secured Notes Refinancing Secured Notes or Qualified Seller Subordinated Debt (other than to eliminate any such event of default or increase any grace period related thereto or otherwise make such event of default or condition less restrictive or burdensome to the Borrower and its Restricted Subsidiaries), change the redemption, prepayment or defeasance provisions of the Secured Notes, Unsecured Acquisition Debt, Additional Secured Notes, Refinancing Secured Notes or Qualified Seller Subordinated Debt in a manner adverse to the Borrower, any of its Restricted Subsidiaries and/or the Lenders, change the subordination provisions of the Qualified Seller

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Subordinated Debt (or of any guaranty thereof), or if the effect of such amendment or change, together with all other amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights or remedies on the holders of such Secured Notes, Unsecured Acquisition Debt, Additional Secured Notes, Refinancing Secured Notes or Qualified Seller Subordinated Debt (or a trustee or other representative on their behalf) which would, as determined in good faith by the Borrower, be materially adverse to any Credit Party, any Restricted Subsidiary thereof or the Lenders; provided, however, no amendment, modification or other change shall be made to any of the terms of the Secured Notes, Unsecured Acquisition Debt, Additional Secured Notes, Refinancing Secured Notes or Qualified Seller Subordinated Debt to the extent that any such change shall otherwise be inconsistent with the requirements of this Agreement.

6.16 Fiscal Year. No Credit Party shall change its Fiscal Year end from October 31; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its Fiscal Year to any other Fiscal Year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in Fiscal Year.

6.17 No Other “Designated Senior Indebtedness”. No Credit Party shall designate, or permit the designation of, any Indebtedness (other than under this Agreement and the other Credit Documents, as “Designated Senior Debt” or “Designated Senior Indebtedness” or a comparable term evidencing such designation for the purposes of the definition of the same or the subordination provisions contained in any Qualified Seller Subordinated Debt without the prior written consent of the Administrative Agent.

Section 7    Guaranty

7.1 Guaranty of the Obligations. Subject to the provisions of Section 7.2, the Guarantor Subsidiaries jointly and severally hereby irrevocably and unconditionally guaranty to the Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment and performance in full of all Revolving Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) or any other provision of the Bankruptcy Code) and the due performance and compliance by the Borrower and each other Credit Party with all of the terms, conditions, covenants and agreements contained herein, in each other Credit Document, in each Secured Hedging Agreement and in each Treasury Services Agreement (collectively, the “Guaranteed Obligations”); provided, that Guaranteed Obligations shall not include Excluded Swap Obligations. This Guaranty shall be binding upon each Guarantor Subsidiary and its successors and assigns and shall inure to the benefit of the Beneficiaries and their successors and assigns.

7.2 Contribution by Guarantor Subsidiaries. All Guarantor Subsidiaries desire to allocate among themselves, in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, at any time a payment in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor Subsidiary against each other Guarantor Subsidiary shall be determined as provided in the immediately following sentence,

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with the right of contribution of each Guarantor Subsidiary to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor Subsidiary that results in the aggregate payments made by such Guarantor Subsidiary in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor Subsidiary’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantor Subsidiaries in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor Subsidiary shall have a right of contribution against each other Guarantor Subsidiary who has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor Subsidiary’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Guarantor Subsidiaries in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor Subsidiary and the denominator of which is the Aggregate Excess Amount of all Guarantor Subsidiaries multiplied by (y) the Aggregate Deficit Amount of such other Guarantor Subsidiary. A Guarantor Subsidiary’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of each computation; provided that no Guarantor Subsidiary may take any action to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash and the Total Commitment and all Letters of Credit have been terminated, it being expressly recognized and agreed by all parties hereto that any Guarantor Subsidiary’s right of contribution arising pursuant to this Section 7.2 against any other Guarantor Subsidiary shall be expressly junior and subordinate to such other Guarantor Subsidiary’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Guaranty. As used in this Section 7.2: (i) each Guarantor Subsidiary’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor Subsidiary by (y) the aggregate Adjusted Net Worth of all Guarantor Subsidiaries; (ii) the “Adjusted Net Worth” of each Guarantor Subsidiary shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor Subsidiary and (y) zero; and (iii) the “Net Worth” of each Guarantor Subsidiary shall mean the amount by which the fair saleable value of such Guarantor Subsidiary’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty or any guaranteed obligations arising under any guaranty of the Secured Notes, any Additional Secured Notes, the Refinancing Secured Notes, any Unsecured Acquisition Debt or any Qualified Seller Subordinated Debt) on such date. Notwithstanding anything to the contrary contained above, any Guarantor Subsidiary that is released from this Guaranty pursuant to Section 7.12 shall thereafter have no contribution obligations, or rights, pursuant to this Section 7.2, and at the time of any such release, if the released Guarantor Subsidiary had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantor Subsidiaries shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantor Subsidiaries. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 7.2, each Guarantor Subsidiary who makes any payment in respect of the Guaranteed Obligations shall have no right

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of contribution or subrogation against any other Guarantor Subsidiary in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantor Subsidiaries recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor Subsidiary has the right to waive its contribution right against any Guarantor Subsidiary to the extent that after giving effect to such waiver such Guarantor Subsidiary would remain solvent, in the reasonable determination of the Requisite Lenders. Each Guarantor Subsidiary is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

7.3 Payment by Guarantor Subsidiaries. Subject to Section 7.2, the Guarantor Subsidiaries hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor Subsidiary by virtue hereof, that upon the failure of any Credit Party to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) or any other provision of the Bankruptcy Code), the Guarantor Subsidiaries will upon demand pay, or cause to be paid, in cash, to the Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for any such Credit Party becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy, insolvency, receivership or similar proceeding) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4 Liability of Guarantor Subsidiaries Absolute. Each Guarantor Subsidiary agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional, constitute primary obligations of such Guarantor Subsidiary and not a contract of surety to the maximum extent permitted by law, and to the extent permitted by applicable law shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor Subsidiary agrees as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability; this Guaranty is a primary obligation of each Guarantor Subsidiary and not merely a contract of surety;

(b) the obligations of each Guarantor Subsidiary hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor (including any other Guarantor Subsidiary) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor Subsidiary whether or not any action is brought against the Borrower or any of such other guarantors and whether or not the Borrower is joined in any such action or actions;

(c) payment by any Guarantor Subsidiary of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor

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Subsidiary’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor Subsidiary’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor Subsidiary from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor Subsidiary, limit, affect, modify or abridge any other Guarantor Subsidiary’s liability hereunder in respect of the Guaranteed Obligations;

(d) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor Subsidiary’s liability hereunder, from time to time may:

(i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations (including any increase or decrease in the principal amount thereof);

(ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations;

(iii) request and accept other guarantees of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations;

(iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guarantees of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor Subsidiary) with respect to the Guaranteed Obligations;

(v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor Subsidiary against the Borrower or any security for the Guaranteed Obligations; and

(vi) exercise any other rights available to it under the Credit Documents, the Secured Hedging Agreements or the Treasury Services Agreements; and

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(e) this Guaranty and the obligations of the Guarantor Subsidiaries hereunder shall be valid and enforceable and, to the extent permitted by applicable law, shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor Subsidiary shall have had notice or knowledge of any of them:

(i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations;

(ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, the Secured Hedging Agreements, the Treasury Services Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof, such Credit Document, such Secured Hedging Agreement or such Treasury Services Agreement or any agreement relating to such other guaranty or security;

(iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect;

(iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of Indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations;

(v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of the Borrower or any of its Restricted Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations;

(vi) any failure to perfect or continue perfection of a security interest in any Collateral which secures any of the Guaranteed Obligations;

(vii) any defenses, set-offs or counterclaims which the Borrower may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and

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(viii) any other act or thing or omission (including the events set forth in Sections 7.11 and 8.1(f) and 8.1(g)), or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor Subsidiary as an obligor in respect of the Guaranteed Obligations.

7.5 Waivers by Guarantor Subsidiaries. Each Guarantor Subsidiary hereby waives, for the benefit of Beneficiaries, to the fullest extent permitted by applicable law:

(a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor Subsidiary, to (i) proceed against the Borrower, any other guarantor (including any other Guarantor Subsidiary) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Bank Account or credit on the books of any Beneficiary in favor of the Borrower or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever;

(b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor Subsidiary including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other Guarantor Subsidiary from any cause other than payment in full in cash of the Guaranteed Obligations;

(c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith;

(e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor Subsidiary’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor Subsidiary’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto;

(f) notices, demands, presentments, protests, notices of protest, notices of dishonor, notice of the existence, creation or incurrence of any new or additional liability and notices of any action or inaction, including acceptance hereof, notices of default hereunder or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any Credit Extension to the Borrower and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof;

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(g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof;

(h) all rights and benefits under Section 580a, 580b, 580d and 726 of the California Code of Civil Procedure and all rights and benefits which might otherwise be available to such Guarantor Subsidiary under Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and 3433 of the California Civil Code; and

(i) its rights of subrogation and reimbursement and any other rights and defenses available to such Guarantor Subsidiary by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including (1) any defenses such Guarantor Subsidiary may have to this Guaranty by reason of an election of remedies by the Revolving Secured Parties and (2) any rights or defenses such Guarantor Subsidiary may have by reason of protection afforded to the Borrower or any other Credit Party pursuant to the anti-deficiency or other laws of California limiting or discharging the Borrower’s or such other Credit Party’s indebtedness, including Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. In furtherance of such provisions, each Guarantor Subsidiary hereby waives all rights and defenses arising out of an election of remedies by the Revolving Secured Parties, even though that election of remedies, such as a nonjudicial foreclosure, destroys such Guarantor Subsidiary’s rights of subrogation and reimbursement against the Borrower or any other Credit Party by the operation of Section 580d of the California Code of Civil Procedure or otherwise.

Each Guarantor Subsidiary hereby acknowledges and affirms that it understands that to the extent the Guaranteed Obligations are secured by Real Property located in the State of California, such Guarantor shall be liable for the full amount of the liability hereunder notwithstanding any foreclosure on such Real Property by trustee sale or any other reason impairing such Guarantor Subsidiary’s or any Revolving Secured Party’s right to proceed against the Borrower, any other Credit Party or any other guarantor of the Guaranteed Obligations. Each Guarantor Subsidiary further warrants and agrees that each of the waivers set forth in this Section 7.5 is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law.

7.6 Guarantor Subsidiaries’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled or cash collateralized (in a manner, and pursuant to arrangements, reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank (including the provision of cash collateral or a back-stop letter of credit from a bank satisfactory to the Administrative Agent and the applicable Issuing Bank, in either case equal to 105% of the of the Letter of Credit Usage with respect to all such Letters of Credit)), each Guarantor Subsidiary hereby waives any claim, right or remedy, direct or indirect, that such Guarantor Subsidiary now has or may hereafter have

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against the Borrower or any other Guarantor Subsidiary or any of its assets in connection with this Guaranty or the performance by such Guarantor Subsidiary of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor Subsidiary now has or may hereafter have against the Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments shall have terminated in full and all Letters of Credit shall have expired or been cancelled or cash collateralized (in a manner, and pursuant to arrangements, reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank (including the provision of cash collateral equal to 105% of the of the Letter of Credit Usage with respect to all such Letters of Credit)), each Guarantor Subsidiary shall withhold exercise of any right of contribution such Guarantor Subsidiary may have against any other guarantor (including any other Guarantor Subsidiary) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 7.2. Each Guarantor Subsidiary further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor Subsidiary may have against the Borrower or against any collateral or security, and any rights of contribution such Guarantor Subsidiary may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against the Borrower, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any Guarantor Subsidiary on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, the Commitments shall not have terminated in full and all Letters of Credit shall not have expired or been cancelled or cash collateralized (in a manner, and pursuant to arrangements, reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank (including the provision of cash collateral equal to 105% of the of the Letter of Credit Usage with respect to all such Letters of Credit)), such amount shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7 Subordination of Other Obligations. Any Indebtedness of the Borrower or any Guarantor Subsidiary now or hereafter held by and owing to any Guarantor Subsidiary (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such Indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to the Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. Prior to the transfer by any Guarantor Subsidiary of any note or negotiable instrument evidencing any indebtedness of the Borrower or any other Credit Party to such Guarantor Subsidiary, such Guarantor Subsidiary shall mark such note or negotiable instrument with a legend that the same is subject to this subordination.

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7.8 Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor Subsidiary hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations. No failure or delay on the part of any Beneficiary in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise of any right, power or privilege.

7.9 Authority of Guarantor Subsidiaries or the Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor Subsidiary or the Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.

7.10 Financial Condition of the Borrower and Guarantor Subsidiaries. Any Credit Extension may be made to the Borrower or continued from time to time, in each case without notice to or authorization from any Guarantor Subsidiary regardless of the financial or other condition of the Borrower or any other Guarantor Subsidiary at the time of any such grant or continuation is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor Subsidiary its assessment, or any Guarantor Subsidiary’s assessment, of the financial condition of the Borrower or any other Guarantor Subsidiary. Each Guarantor Subsidiary has adequate means to obtain information from the Borrower and each other Guarantor Subsidiary on a continuing basis concerning the financial condition of the Borrower and the other Guarantor Subsidiaries and their respective abilities to perform their respective obligations under the Credit Documents, the Secured Hedging Agreements and the Treasury Services Agreements, and each Guarantor Subsidiary assumes the responsibility for being and keeping informed of the financial condition of the Borrower and the other Guarantor Subsidiaries and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor Subsidiary hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of the Borrower and any other Guarantor Subsidiary now known or hereafter known by any Beneficiary.

7.11 Bankruptcy, etc.

(a) So long as any Guaranteed Obligations remain outstanding, no Guarantor Subsidiary shall, without the prior written consent of the Administrative Agent acting pursuant to the instructions of the Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against the Borrower or any other Guarantor Subsidiary. The obligations of the Guarantor Subsidiaries hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, restructuring, receivership, reorganization, liquidation or arrangement of the Borrower or any other Guarantor Subsidiary or by any defense which the Borrower or any other Guarantor Subsidiary may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

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(b) Each Guarantor Subsidiary acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of the Guarantor Subsidiaries and the Beneficiaries that the Guaranteed Obligations which are guaranteed by the Guarantor Subsidiaries pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower of any portion of such Guaranteed Obligations. The Guarantor Subsidiaries will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay the Administrative Agent, or allow the claim of the Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by the Borrower, the obligations of Guarantor Subsidiaries hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12 Release of Guarantor Subsidiaries. If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Capital Stock of any Guarantor Subsidiary is sold or otherwise transferred to a Person or Persons none of which is a Credit Party in a transaction permitted hereunder or (ii) any Guarantor Subsidiary ceases to be a wholly-owned Domestic Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Guarantor Subsidiary, and any Guarantor Subsidiary referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.3) and the other Credit Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Capital Stock to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 7.12 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Guarantor Subsidiary from its obligations under this Agreement if such Guarantor Subsidiary becomes a non-wholly-owned Domestic Restricted Subsidiary shall only be permitted if at the time such Guarantor Subsidiary becomes a non-wholly-owned Domestic Restricted Subsidiary (1) no Default or Event of Default shall have occurred and be

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outstanding, (2) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be a non-wholly-owned Domestic Restricted Subsidiary, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.7 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 6.7 (other than Sections 6.7(b)(i) and 6.7(h)) at such time and (3) an Authorized Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Guarantor Subsidiary continues to be a guarantor in respect of any Secured Notes, Additional Secured Notes, Refinancing Secured Notes, Unsecured Acquisition Debt or any Permitted Refinancing in respect of any of the foregoing.

When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Treasury Services Obligations and obligations pursuant to Secured Hedging Obligations), and no Letter of Credit remains outstanding (except any Letter of Credit the outstanding amount of which the Obligations related thereto has been cash collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable Issuing Bank has been put in place in an amount equal to 105% of the amount of such Letter of Credit), this Agreement and the Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.

7.13 Limitation on Guaranteed Obligations. Each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits hereof) hereby confirms that it is its intention that the guaranty set forth in this Section 7 not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor Subsidiary and each Beneficiary (by its acceptance of the benefits of the guaranty set forth in this Section 7) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor Subsidiary shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor Subsidiary that are relevant under such laws (it being understood that it is the intention of the parties to this Guaranty and the parties to any guaranty of the Unsecured Acquisition Debt, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, that, to the maximum extent permitted under applicable laws, the liabilities in respect of the guarantees of the Unsecured Acquisition Debt, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, shall not be included for the foregoing purposes and that, if any reduction is required to the amount guaranteed by any Guarantor Subsidiary hereunder and with respect to the Subordinated Notes, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, that its guarantee of amounts owing in respect of the Unsecured Acquisition Debt, any Qualified Seller Subordinated Debt, the Secured Notes, the Refinancing Secured Notes or the Additional Secured Notes, as the case may be, shall first be reduced) and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor Subsidiary and the other Guarantor Subsidiaries, result in the Guaranteed Obligations of such Guarantor Subsidiary in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

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Section 8    Events of Default

8.1 Events of Default. If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Failure by the Borrower to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to any Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due thereof; or

(b) Default in Other Agreements. (i) Failure of any Credit Party or any of their respective Restricted Subsidiaries to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness (other than Indebtedness referred to in Section 8.1(a)) in an individual or aggregate principal amount of $15,000,000 or more, in each case beyond the grace period, if any, provided therefor; (ii) breach or default by any Credit Party with respect to any other term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, that Indebtedness to become or be declared due and payable (or redeemable), or to require the prepayment, redemption, repurchase or defeasance of, or to cause the Borrower or any Restricted Subsidiary of the Borrower to make any offer to prepay, redeem, repurchase or defease that Indebtedness (other than an asset sale proceeds offer with respect to the Secured Notes, any Unsecured Acquisition Debt, any Additional Secured Notes or the Refinancing Secured Notes to the extent otherwise permitted hereunder), prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or (iii) any Event of Default (as defined in the Secured Note Indenture, any Unsecured Acquisition Debt Documents, any Additional Secured Note Indenture any Refinancing Secured Note Indenture or any Qualified Seller Subordinated Debt (or any documentation therefor) shall occur under the Secured Note Indenture, any Unsecured Acquisition Debt Documents, any Additional Secured Note Indenture, any Refinancing Secured Note Indenture or any Qualified Seller Subordinated Debt (or any documentation therefor); or

(c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 5.1(f), Section 5.2 (solely with respect to the Credit Parties), Section 5.14 or Section 6; or

(d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Restricted Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect (or in any respect if any such representation or warranty is already qualified by materiality) as of the date made or deemed made; or

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(e) Other Defaults Under Credit Documents. Any Credit Party shall default (x) in the performance or compliance with any term contained in Section 5.1(a), Section 5.1(b), Section 5.1(c), Section 5.1(d) or Section 5.1(l) and such default shall not have been remedied or waived within five Business Days or (y) in the performance of or compliance with any other term contained herein or any of the other Credit Documents, other than any such term referred to in any other provision of this Section 8.1, and such default shall not have been remedied or waived within 30 days after the earlier of (i) an Authorized Officer of any Credit Party becoming aware of such default or (ii) receipt by the Borrower of notice from the Administrative Agent or the Requisite Lenders of such default; or

(f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of the Borrower or any of its Restricted Subsidiaries (other than an Immaterial Subsidiary) in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against the Borrower or any of its Restricted Subsidiaries (other than its Immaterial Subsidiaries) under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Borrower or any of its Restricted Subsidiaries (other than its Immaterial Subsidiaries), or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of the Borrower or any of its Restricted Subsidiaries (other than its Immaterial Subsidiaries) for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of the Borrower or any of its Restricted Subsidiaries (other than its Immaterial Subsidiaries), and any such event described in this clause (ii) shall continue for 60 days without having been dismissed, bonded or discharged; or

(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) The Borrower or any of its Restricted Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or the Borrower or any of its Restricted Subsidiaries shall make any assignment for the benefit of creditors; or (ii) the Borrower or any of its Restricted Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of the Borrower or any of its Restricted Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

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(h) Judgments and Attachments. Any money judgment, writ or warrant of attachment or similar process involving in any individual case or in the aggregate at any time an amount of $15,000,000 or more (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against the Borrower or any of its Restricted Subsidiaries or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or in any event later than five days prior to the date of any proposed sale thereunder); or

(i) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or would reasonably be expected to result in liability of the Borrower or any of its Restricted Subsidiaries, including through any joint and several liability with any of their respective ERISA Affiliates, that individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or (ii) there shall occur the imposition of a Lien or security interest under Section 430(k) or 436(f) of the Code or under ERISA; or

(j) Change of Control. A Change of Control shall occur; or

(k) Guarantees, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty of any Guarantor Subsidiary for any reason, other than the satisfaction in full in cash of all Revolving Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor Subsidiary shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full in cash of the Revolving Obligations in accordance with the terms hereof) or shall be declared null and void, or the Collateral Agent shall not have or shall cease to have valid and perfected Liens in any Collateral (other than an immaterial portion thereof) purported to be covered by the Collateral Documents with the priorities required by the relevant Collateral Document, in each case for any reason, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Credit Document to which it is a party or (iv) the Loans shall cease to constitute “Designated Senior Indebtedness” or “Designated Senior Debt” (or a comparable term evidencing such designation, if any) under the subordination provisions of any Qualified Seller Subordinated Debt or shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g) with respect to the Borrower, automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) the Requisite Lenders, upon notice to the Borrower by the Administrative Agent, (A) the Commitments, if any,

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of each Lender and the obligation of the Swing Line Lender to lend Swing Line Loans and each Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of the Lenders under Section 2.2(b)(iv) or Section 2.3(e); (C) the Administrative Agent may, subject to the Intercreditor Agreement, cause the Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents; (D) the Administrative Agent shall direct the Borrower to immediately pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.1(f) or 8.1(g), to immediately pay) to the Administrative Agent such additional amounts of cash, to be held as security for the Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time; and (E) the Administrative Agent and the Collateral Agent shall be authorized and expressly permitted to exercise all other rights and remedies available to it under the Credit Documents or applicable law.

8.2 Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.1, in the event that the Borrower fails to comply with the requirements of Section 6.8, until the expiration of the 10th Business Day subsequent to the due date for delivery of the Compliance Certificate for the applicable Fiscal Quarter pursuant to Section 5.1(d), the Borrower shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of the Borrower. Such amounts shall be added to Consolidated Adjusted EBITDA (such amount a “Specified Equity Contribution”) solely for purposes of determining compliance with Section 6.8 for the Fiscal Quarter immediately preceding the Fiscal Quarter in which such cash proceeds are so received by the Borrower and applicable subsequent periods which include such Fiscal Quarter and not for any other purpose under this Agreement (including not for the purpose of calculating the Net Equity Proceeds Amount or any calculations testing pro forma compliance with the financial covenant set forth in Section 6.8 (whether in connection with the Payment Conditions or otherwise) or the Total Leverage Ratio or Secured Leverage Ratio). If after giving effect to the foregoing recalculation, the Borrower shall then be in compliance with the requirements of Section 6.8, then the Borrower shall be deemed to have satisfied the requirements of Section 6.8 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.8 which had occurred shall be deemed cured for all purposes of the Credit Documents.

(b) Notwithstanding anything herein to the contrary, (i) in no event shall the Borrower be entitled to exercise the right described in clause (a) above in more than two Fiscal Quarters during any period of four consecutive Fiscal Quarters, (ii) in no event may the right described in clause (a) above be exercised more than four times in the aggregate during the

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Revolving Commitment Period, (iii) the amount of any Specified Equity Contribution received during a Fiscal Quarter and added to Consolidated Adjusted EBITDA for the immediately preceding Fiscal Quarter shall be no greater than the amount required to cause the Borrower to be in compliance with Section 6.8 in such immediately preceding Fiscal Quarter, (iv) there shall be no pro forma reduction in indebtedness (whether directly or indirectly by way of netting) with the proceeds of any Specified Equity Contribution for purposes of determining compliance with Section 6.8 during any period in which such Specified Equity Contribution is included in the calculation of Consolidated Adjusted EBITDA, (v) to the extent that any Specified Equity Contribution is used to repay Indebtedness, such Indebtedness shall not be deemed to have been repaid for purposes of calculating the Fixed Charge Coverage Ratio, the Total Leverage Ratio or the Secured Leverage Ratio for the period with respect to which such Compliance Certificate applies or any other Compliance Certificate including such period, and (vi) no Lender or Issuing Bank shall be required to make any Credit Extension hereunder if an Event of Default under Section 6.8 has occurred and is continuing during the 10 Business Day period during which the Borrower may exercise its right under Section 8.2(a) unless and until the Specified Equity Contribution is actually received by the Borrower.

Section 9    Agents

9.1 Appointment of Agents. Ally is hereby irrevocably appointed Syndication Agent hereunder, and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Syndication Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. RBS is hereby irrevocably appointed Documentation Agent hereunder, and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Documentation Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. DBNY is hereby irrevocably appointed the Administrative Agent hereunder and under the other Credit Documents and each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, the Administrative Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. DBNY also is hereby irrevocably appointed the Collateral Agent hereunder and under the other Credit Documents, and each Lender also hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note also shall be deemed irrevocably to authorize, the Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. Except for Section 9.7, the provisions of this Section 9 are solely for the benefit of the Agents and the Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for the Borrower or any of its Subsidiaries. Each of the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, Ally, in its capacity as Syndication Agent, and RBS, in its capacity as Documentation Agent, shall not have any obligations hereunder or under any other Credit Document but shall be entitled to all benefits of this Section 9.

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9.2 Powers and Duties.

(a) Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its officers, directors, agents, employees or affiliates. The duties of the Agents shall be mechanical and administrative in nature. The Agents shall not have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender. Nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

(b) Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, each Joint Lead Arranger and each Joint Book Running Manager is named as such for recognition purposes only, and in its capacity as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Joint Lead Arranger and each Joint Book Running Manager shall be entitled to all indemnification and reimbursement rights in favor of the Administrative Agent as, and to the extent, provided for under Sections 9.6, and 10.3. Without limitation of the foregoing, each Joint Lead Arranger and each Joint Book Running Manager shall not, solely by reason of this Agreement or any other Credit Documents, have any fiduciary relationship in respect of any Lender or any other Person.

9.3 General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to the Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Revolving Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Default or Event of Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, the Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

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(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees, affiliates, representatives or agents shall be liable to the Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). If an Agent requests instructions from the Requisite Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, such Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received written instructions in respect thereof from the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from the Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for the Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it, and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of the Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

9.4 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender”, “Requisite Lender”, “Supermajority Lender” or any similar terms shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, lending, trust, financial advisory or other business with the Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower or any of its Subsidiaries for services in connection herewith and otherwise without having to account for the same to the Lenders.

9.5 Lenders’ Representations, Warranties and Acknowledgment. Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Borrower and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Borrower and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of the Lenders or to provide any Lender with any credit or other

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information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders.

9.6 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party (and without limiting any Credit Party’s obligation to do so), for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided, further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7 Successor Administrative Agent, Collateral Agent, Swing Line Lender and Issuing Bank.

(a) The Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to the Lenders and, unless a Default or an Event of Default under Section 8.1(f) or 8.1(g) then exists, to the Borrower; upon any such notice of resignation, the Requisite Lenders shall have the right, with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed, provided that such consent shall not be required if an Event of Default then exists), to appoint a successor Administrative Agent. Upon the acceptance of any appointment as the Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) take such other actions as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as the Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent hereunder. Any resignation of the Administrative

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Agent pursuant to this Section 9.7 shall also constitute the resignation of (i) the Administrative Agent as agent for the Borrower under Section 2.6(b) and (ii) of DBNY or its successor as the Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become (A) the successor agent for the Borrower under Section 2.6(b), (B) the successor Collateral Agent for all purposes hereunder and under the other Credit Documents and such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement and the other Credit Documents, and the retiring Collateral Agent under this Agreement and the other Credit Documents shall promptly (x) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held under this Agreement or the other Credit Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement or the other Credit Documents, and (y) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Credit Documents, whereupon such retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Credit Documents. After any retiring Collateral Agent’s resignation under this Agreement and the other Credit Documents, the provisions of this Section 9 and the other Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement or the other Credit Documents while it was the Collateral Agent hereunder or thereunder. Any resignation of the Administrative Agent pursuant to this Section shall also constitute the resignation of DBNY or its successor as Swing Line Lender and an Issuing Bank (in which case DBNY shall not be required to make any additional Swing Line Loans or issue any further Letters of Credit, but shall maintain all of its rights as Swing Line Lender or an Issuing Bank, as the case may be, with respect to any Swing Line Loans made by it or any Letters of Credit issued by it prior to date of such resignation), and any successor Administrative Agent appointed pursuant to this Section 9 shall, upon its acceptance of such appointment, become the successor Swing Line Lender and a successor Issuing Bank for all purposes hereunder. In such event (a) the Borrower shall prepay any outstanding Swing Line Loans made by the retiring Administrative Agent in its capacity as Swing Line Lender, (b) upon such prepayment, the retiring Administrative Agent and Swing Line Lender shall surrender any Swing Line Note held by it to the Borrower for cancellation, and (c) the Borrower shall issue, if so requested by the successor Administrative Agent and Swing Line Lender, a new Swing Line Note to the successor Administrative Agent and Swing Line Lender, in the principal amount of the Swing Line Loan Sublimit then in effect and with other appropriate insertions.

(b) If a successor Administrative Agent shall not have been so appointed within the thirty-day period described in Section 9.7(a), the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed, provided that such consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent who shall serve as the Administrative Agent hereunder and under the other Credit Documents until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided above.

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(c) If no successor Administrative Agent has been appointed pursuant to Sections 9.7(a) and (b) by the 40th day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Requisite Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided above; provided that the Collateral Agent shall act as gratuitous bailee and as a non-fiduciary agent for the Revolving Secured Parties for the purposes of perfecting the security interest of the Revolving Secured Parties until such time as a successor Collateral Agent is appointed.

9.8 Collateral Documents and Guaranty.

(a) Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Lenders, to be the agent for and representative of the Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from the Lenders, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) release any Lien for the benefit of the Revolving Secured Parties (A) encumbering any item of Collateral that is the subject of a sale or other disposition of assets to a Person other than the Borrower or any of its Subsidiaries permitted hereby or to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (B) upon the termination of the Total Commitment and payment in full in cash of all Obligations (other than contingent indemnification Obligations not then due and payable) and expiration or termination of all Letters of Credit (other than Letters of Credit that have been cash collateralized or back-stopped pursuant to arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank in an amount equal to 105% of the Letter of Credit Usage with respect to such Letters of Credit) shall have been made, (ii) release any Guarantor Subsidiary from the Guaranty pursuant to Section 7.12 or with respect to which the Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (iii) to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents.

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, the Administrative Agent, the Collateral Agent and each Lender hereby agree that (i) no Lender or other Beneficiaries shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder and under the Collateral Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, on behalf of the Lenders, other Beneficiaries or the Revolving Secured Parties, as applicable, in accordance with the terms of this Agreement and the Collateral Documents, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale, the Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Collateral Agent, as agent for and representative of the Revolving Secured Parties (but not any Lender or the Lenders in its or their respective individual capacities unless the Requisite Lenders shall otherwise agree in writing)

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shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale; provided that nothing in this Section 9.8(b) shall limit any Lender’s rights under Section 10.4.

(c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant to the Collateral Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 9.8 or in any of the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

9.9 Reliance. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that the Administrative Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent.

9.10 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

9.11 Delivery of Information. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from any Credit Party or any Subsidiary of such Credit Party, the Requisite Lenders, any Lender or any other Person under or in connection with this Agreement or any other Credit Document except (i) as specifically provided in this Agreement or any other Credit Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

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9.12 OTHER LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENTS; ETC.

(a) EACH LENDER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS SHALL BE CREATED ON THE COLLATERAL PURSUANT TO THE CREDIT DOCUMENTS AND THE SECURED NOTES DOCUMENTS, WHICH LIENS SHALL BE SUBJECT TO TERMS AND CONDITIONS OF THE INTERCREDITOR AGREEMENT. PURSUANT TO THE EXPRESS TERMS OF THE INTERCREDITOR AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND ANY OF THE CREDIT DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

(b) EACH LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT TO ENTER INTO THE INTERCREDITOR AGREEMENT ON BEHALF OF THE LENDERS, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT.

(c) THE PROVISIONS OF THIS SECTION 9.12 ARE NOT INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS AGREEMENT. REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL TERMS AND CONDITIONS THEREOF. EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR AGREEMENT.

Section 10    Miscellaneous

10.1 Notices. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, the Syndication Agent, the Documentation Agent, the Collateral Agent, the Administrative Agent, the Swing Line Lender or an Issuing Bank, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to the Administrative Agent in writing. Each notice hereunder shall be in writing and may be personally served, emailed, telexed or sent by facsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of email, facsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent.

10.2 Expenses. Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to pay promptly (a) all the reasonable out-of-pocket costs

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and expenses of the Administrative Agent, the Collateral Agent and their respective Affiliates in connection with the Transactions and the preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent and their respective Affiliates in connection with furnishing all opinions by counsel for the Borrower and the other Credit Parties; (c) the reasonable fees and out-of-pocket expenses and disbursements of a single primary counsel to the Administrative Agent, the Collateral Agent and their respective Affiliates (including the reasonable fees and disbursements of White & Case LLP) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested from time to time by any of the Borrower, any other Credit Party, any Agent or any Lender (or any of their respective agents, accountants, consultants, appraisers, attorneys, employees, officers or other representatives); (d) all the costs and reasonable out-of-pocket expenses of creating and perfecting Liens in favor of the Collateral Agent, for the benefit of Revolving Secured Parties, including filing and recording fees, expenses, stamp, intangible or documentary taxes (without duplication of other amounts payable by the Borrower under Section 2.19), search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to the Collateral Agent and of counsel providing any opinions that the Collateral Agent or the Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the reasonable and documented out-of-pocket costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the reasonable out-of-pocket costs and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by the Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other reasonable out-of-pocket costs and expenses incurred by the Administrative Agent, each Joint Lead Arranger and their respective Affiliates in connection with their due diligence efforts and the syndication of the Loans and Commitments and the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated hereby and thereby; and (h) after the occurrence of a Default or an Event of Default, all reasonable (such reasonableness determined in the sole discretion of the Administrative Agent) out-of-pocket costs and expenses, including reasonable (such reasonableness determined in the sole discretion of the Administrative Agent) attorneys’ fees and out-of-pocket expenses and costs of settlement, incurred by any Agent, any Issuing Bank and the Lenders in enforcing any Revolving Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the Revolving Obligations and the other credit or financing arrangements provided or otherwise contemplated hereunder or under any other Credit Documents in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings; provided, that the Credit Parties shall not be required to pay the fees and expenses of more than one primary counsel (and one local counsel in each relevant jurisdiction) for the Lenders (together with such additional counsel as may be reasonably or prudently required by any Lender due to any actual or perceived conflicts of interest which could be reasonably likely to arise from the retention of a single counsel for the Lenders) other than the Administrative Agent (who shall be entitled to be paid the fees and expenses of its counsel notwithstanding the foregoing).

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10.3 Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent, each Issuing Bank and each Lender and their respective Affiliates and the officers, partners, directors, trustees, employees, agents, advisors, representatives of each of the foregoing and their respective successors (each, an “Indemnitee”), from and against (i) any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision), and (ii) without duplication of other amounts payable by the Borrower under Section 2.19, (x) any and all present and future stamp, excise and other similar documentary taxes with respect to the foregoing matters and (y) any and all liabilities with respect to or resulting from any delay or omission to pay such taxes. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b) To the extent permitted by applicable law, no Credit Party or Indemnitee shall have any liability for special, indirect, incidental, exemplary, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor; provided that nothing in this clause (b) shall limit the indemnification obligation of any Credit Party in respect of any Indemnified Liabilities incurred or paid by an Indemnitee to a third party and for any out-of- pocket expenses.

(c) No Credit Party will, without the prior written consent of the affected Indemnitee (which consent will not be unreasonably withheld, conditioned or delayed), settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnitee is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnitee from all liability arising out of such action, suit or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of such Indemnitee.

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10.4 Set Off.

(a) In addition to any rights now or hereafter granted under applicable law (including Section 151 of the New York Debtor and Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, the Collateral Agent, each Issuing Bank, and each Lender is hereby authorized by each Credit Party at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by the Administrative Agent, the Collateral Agent, such Issuing Bank or such Lender including by any branches and agencies of the Administrative Agent, the Collateral Agent or such Lender wherever located to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to the Administrative Agent, the Collateral Agent, such Issuing Bank or such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) the Administrative Agent, the Collateral Agent, such Issuing Bank or such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder or under the other Credit Documents shall have become due and payable (whether pursuant to Section 2 or otherwise) and although such obligations and liabilities, or any of them, may be contingent or unmatured.

(b) NOTWITHSTANDING THE FOREGOING SUBSECTION (a), AT ANY TIME THAT THE LOANS OR ANY OTHER REVOLVING OBLIGATIONS SHALL BE SECURED BY REAL PROPERTY LOCATED IN CALIFORNIA, NO LENDER SHALL EXERCISE A RIGHT OF SETOFF, LIEN OR COUNTERCLAIM OR TAKE ANY COURT OR ADMINISTRATIVE ACTION OR INSTITUTE ANY PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT UNLESS IT IS TAKEN WITH THE CONSENT OF THE REQUISITE LENDERS OR APPROVED IN WRITING BY THE ADMINISTRATIVE AGENT, IF SUCH SETOFF OR ACTION OR PROCEEDING WOULD OR MIGHT (PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 580a, 580b, 580d AND 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR SECTION 2924 OF THE CALIFORNIA CIVIL CODE, IF APPLICABLE, OR OTHER- WISE) AFFECT OR IMPAIR THE VALIDITY, PRIORITY OR ENFORCEABILITY OF THE LIENS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THE COLLATERAL DOCUMENTS OR THE ENFORCEABILITY OF THE NOTES AND OTHER REVOLVING OBLIGATIONS HEREUNDER, AND ANY ATTEMPTED EXERCISE BY ANY LENDER OF ANY SUCH RIGHT WITHOUT OBTAINING SUCH CONSENT OF THE REQUISITE LENDERS OR APPROVAL OF THE ADMINISTRATIVE AGENT SHALL BE NULL AND VOID. THIS SUBSECTION (b) SHALL BE SOLELY FOR THE BENEFIT OF EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT HEREUNDER.

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10.5 Amendments and Waivers.

(a) Requisite Lenders’ Consent. Subject to Sections 10.5(b), 10.5(c), 10.5(d) and 10.5(e), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders (it being understood that the establishment, modification or elimination of Reserves and, subject to Section 10.5(c)(vii), adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agent in accordance with the terms hereof, will not be deemed such an amendment or modification).

(b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a Defaulting Lender, except that, for the purposes of succeeding clauses (i) through (viii), or to the extent such Defaulting Lender is treated materially disproportionately to other Lenders that are not Defaulting Lenders, a Defaulting Lender shall have a separate vote to the extent otherwise provided therein) that would be directly affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note (except extensions expressly permitted in Section 2.24);

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date (except extensions expressly permitted in Section 2.24);

(iv) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.9) or any fee payable hereunder or any other amount payable under any Credit Document;

(v) reduce or forgive the amount due and payable of any such interest, fees or other amounts, or extend the time for payment of any such interest (other than interest payable pursuant to Section 2.9) or fees;

(vi) reduce or forgive the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

(vii) amend, modify, terminate or waive any provision of Section 10.5(a), this Section 10.5(b) or Section 10.5(c) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Loans and Commitments on the Closing Date);

(viii) amend any provision of Section 2.16 or amend the definitions of “Requisite Lenders” or “Pro Rata Share” other than as contemplated by Section 2.24 (it being understood that, with the consent of the Requisite Lenders, additional extensions of

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credit pursuant to this Agreement may be included in the determination of the Requisite Lenders and Pro Rata Share on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date);

(ix) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document;

(x) amend Section 2.24 the effect of which is to extend the final maturity of the Commitment of any Lender without its consent; and

(xi) increase, or postpone the scheduled date of expiration of, any Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Commitment of any Lender.

(c) Other Consents. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i) release all or substantially all of the Collateral or all or substantially all of the value of the Guaranty provided by the Guarantor Subsidiaries except as expressly provided in the Credit Documents without the consent of all Lenders;

(ii) amend the priority of payments set forth in Section 5.14(d) hereof or in Section 7.2 of the Pledge and Security Agreement without the consent of all Lenders;

(iii) except as expressly provided in the Credit Documents, subordinate the Liens granted for the benefit of the Lenders in respect of the Collateral without the consent of all Lenders;

(iv) amend, modify, terminate or waive any provision hereof relating to the Swing Line Sublimit or the Swing Line Loans without the consent of the Swing Line Lender;

(v) amend, modify, terminate or waive any obligation of the Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(e) without the written consent of the Administrative Agent and of each Issuing Bank or otherwise alter any rights or obligations of an Issuing Bank with respect to Letters of Credit without the consent of such Issuing Bank;

(vi) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof or of any other Credit Document as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; and

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(vii) without the consent of Supermajority Lenders, (w) increase the advance rates applicable to the Aggregate Borrowing Base over those in effect on the Closing Date (it being understood that the establishment, modification or elimination of Reserves and, subject to this Section 10.5(c)(vii), adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates), (x) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Requisite Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date), (y) amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Aggregate Borrowing Base, Eligible Accounts, Eligible Inventory and Qualified Cash (including, in each case, the defined terms used therein) (it being understood that the establishment, modification or elimination of Reserves, in each case by the Administrative Agent in accordance with the terms hereof, will not be deemed to require a Supermajority Lender consent) or (z) increase the percentage of any Aggregate Borrowing Base for which Agent Advances may be made pursuant to Section 2.1(c).

(d) Notwithstanding the foregoing, upon the receipt by the Administrative Agent of the initial inventory appraisal and collateral examination pursuant to Section 5.1(m), the Administrative Agent shall be permitted to use its Permitted Discretion to amend, without the consent of the Lenders and the Borrower, the definitions of “Eligible Accounts” and “Eligible Inventory” in order to reflect the results of such initial inventory appraisal and collateral examination so long as such changes are not adverse to the interests of the Lenders in any material respect.

(e) Notwithstanding anything to the contrary contained in this Section 10.5, if at any time after the Closing Date, the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, in each case, in any provision of the Credit Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Document if the same is not objected to in writing by the Requisite Lenders within five Business Days following receipt of notice thereof.

(f) Execution of Amendments, etc. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

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10.6 Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of the Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders and Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. The Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of the rights to the principal of, and the interest in, any such Commitment or Loan shall be effective, in each case, unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been delivered to and accepted by the Administrative Agent and recorded in the Register as provided in Section 10.6(e). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans. This Section 10.6(b) shall be construed so that the 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. The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under Section 2.6(b).

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it:

(i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to the Administrative Agent (whether pursuant to Section 10.6(e) or otherwise); and

(ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, in the case of assignments of Revolving Loans or Commitments to any such Person (except in the case of assignments made by or to DBNY), consented to by each of the Borrower, the Administrative Agent, the Swing Line Lender and each Issuing Bank (such consent (A) not to be (x) unreasonably withheld, conditioned or delayed, or (y) in the case of the Borrower, required at any time a Default or an Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and then be continuing and (B) in the case of the Borrower, except for any assignment to any Person that is a competitor of the Borrower, shall be deemed to have been given if the

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Borrower has not responded to a request for consent within 10 Business Days after the making of such request); provided, each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than $5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Commitments and Revolving Loans.

(d) Mechanics. The assigning Lender and the assignee thereof (i) shall execute and deliver to the Administrative Agent an Assignment Agreement, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters that may be necessary for the assignee to establish any available exemption from, or reduction of, any Taxes, as described in Section 2.19(d) and (ii) shall pay to the Administrative Agent, together with the delivery of the documents in preceding clause (i), a processing fee of $3,500. To the extent that an assignment of all or any portion of a Lender’s Commitments and related outstanding Obligations pursuant to this Section 10.6 would, at the time of such assignment, result in increased costs under Section 2.18 or 2.19 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower, in accordance with and pursuant to the other provisions of this Agreement, shall be obligated to pay any other increased costs of the type described above resulting from changes after the date of the respective assignment).

(e) Notice of Assignment. Upon its receipt of a duly executed and completed Assignment Agreement (and any forms, certificates or other evidence required by this Agreement in connection therewith), together with the processing fee referred to in Section 10.6(d), the Administrative Agent shall record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to the Borrower and shall maintain a copy of such Assignment Agreement.

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (x) each Issuing Bank shall continue to have all rights and obligations thereof with respect to Letters of Credit issued by it until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (y) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect the

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Commitment of such assignee and any Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to the Administrative Agent for cancellation, and thereupon the Borrower shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(g) Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than the Borrower or any of its Subsidiaries or any of their respective Affiliates) in all or any part of its Commitments, Loans or in any other Obligation; provided that although any Lender may transfer, assign or grant participations in its rights hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any portion of its Commitments and related Obligations hereunder except as provided in Section 10.6(c)) and the transferee, assignee or participant, as the case may be, shall not constitute a “Lender” hereunder. The holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post default increase in interest rates) or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 1.2 shall not constitute a reduction in the rate of interest or fees payable hereunder), or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitments shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) or all or substantially all of the value of the Guaranty provided by the Guarantor Subsidiaries, in each case, supporting the Loans hereunder in which such participant is participating. The Borrower agrees that each participant shall be entitled to the benefits of Sections 2.17(c), 2.18 and 2.19 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (c) of this Section 10.6; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with the Borrower’s prior written consent and (ii) a participant shall not be entitled to the benefits of Section 2.19 unless the Borrower is notified of the participation sold and the participant agrees, for the benefit of the Borrower, to comply with Section 2.19 as though it were a Lender (it being understood that the documentation required under Section 2.19(d) shall be delivered to the participating Lender). To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a Lender, provided that such participant agrees to be subject to Section 2.16 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an agent of

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the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant Register”); provided that, no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. This Section 10.6(g) shall be construed so that the participant’s interest in the Loans or other obligations under the Credit Documents are at all times maintained in “registered form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(h) Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, (i) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank and (ii) any Lender may, without the consent of the Borrower or the Administrative Agent, assign and/or pledge all or any portion of its Loans, the other Obligations owned by or owed to such Lender, and its Notes, if any, to secure obligations of such Lender to any holders of obligations owed, or securities issued, by such Lender as collateral security for such obligations or securities, or to any trustee for, or any other representative of such holders; provided, no Lender, as between the Borrower and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided, further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

10.7 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8 Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.17(c), 2.18, 2.19, 10.2, 10.3 and 10.4 and the second sentence of Section 10.10 and the agreements of the Lenders set forth in Sections 2.16, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

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10.9 No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent, any Issuing Bank or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent, each Issuing Bank and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender to any other or further action in any circumstances without notice or demand.

10.10 Marshalling; Payments Set Aside. Neither any Agent, any Issuing Bank nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, an Issuing Bank (or to the Administrative Agent, on behalf of such Issuing Bank) or the Lenders (or to the Administrative Agent, on behalf of the Lenders), or the Administrative Agent or the Revolving Secured Parties enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11 Severability. In case any provision in or obligation hereunder or under any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12 Obligations Several; Independent Nature of the Lenders’ Rights. The obligations of the Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by the Lenders pursuant hereto or thereto, shall be deemed to constitute the Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out herefrom and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

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10.13 Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14 APPLICABLE LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN ANY MORTGAGE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

10.15 CONSENT TO JURISDICTION.

(a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT SHALL (EXCEPT AS PROVIDED BELOW) BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, BOROUGH OF MANHATTAN, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, EACH CREDIT PARTY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH CREDIT PARTY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH CREDIT PARTY, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER SUCH CREDIT PARTY. EACH CREDIT PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH CREDIT PARTY AT ITS ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN, HOWEVER, SHALL AFFECT THE RIGHT OF ANY AGENT, ANY ISSUING BANK, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

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(b) EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

10.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR TO ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.17 Confidentiality. Each Lender will use its commercially reasonable efforts not to disclose without the prior consent of the Borrower any non public information regarding the Borrower and its Subsidiaries and their businesses identified as such by the Borrower and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by each Credit Party that, in any event, a Lender may make (i) disclosures of such information (including any non public customer information regarding the creditworthiness of the Borrower and its Subsidiaries) to Affiliates of such Lender and to such Lender’s and such Lender’s Affiliates’ directors, officers, employees, agents and advisors (and to other Persons

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authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) in Secured Hedging Agreements (provided, such counterparties and advisors are advised of and agree to be bound by the provisions of this Section 10.17), (iii) disclosures to any rating agency when required by it, (iv) disclosures required or requested by any Governmental Authority or representative thereof or by the NAIC or pursuant to legal or judicial process or proceeding; provided, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify the Borrower of any request by any Governmental Authority or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such Governmental Authority) for disclosure of any such non public information prior to disclosure of such information, (v) disclosures of any such information that becomes publicly available other than by virtue of a breach of this Section 10.17 by the respective Lender or any of its Affiliates, (vi) disclosures of any such information to the extent such information is received by such Lender from a third party that is not to its knowledge subject to confidentiality obligations to the Borrower or any of its Subsidiaries, (vii) disclosures of any such information to the extent that such information is independently developed by such Lender or any Affiliate of such Lender, (viii) disclosures with the prior consent of the Borrower and (ix) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or to enforce any of its rights or remedies under this Agreement or under any other Credit Document.

10.18 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, the Borrower shall pay to the Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of the Lenders and the Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding principal amount of the Loans made hereunder or be refunded to the Borrower.

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10.19 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

10.20 Patriot Act. Each Lender hereby notifies each Credit Party 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. This notice is given in accordance with the requirements of the Patriot Act and is effective as to each Agent and each Lender. Each Credit Party hereby acknowledges and agrees that the Agents shall be permitted to share any or all such information with the Lenders.

10.21 Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by the Borrower and the Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. The Administrative Agent will give the Borrower and each Lender prompt written notice of effectiveness.

10.22 Qualified Hedging Agreements.

(a) At any time prior to or within 15 days after any Credit Party enters into any Hedging Agreement with a Lender Counterparty, or in the case of Hedging Agreements with a Lender Counterparty in effect on the Closing Date, within 15 days of the Closing Date, if the applicable Credit Party and Lender Counterparty desire that the monetary obligations in respect of such Hedging Agreement be treated pari passu with the Obligations with respect to the priority of payment of proceeds of the Collateral as provided in the waterfall provisions set forth in the Pledge and Security Agreement, the Borrower may notify the Administrative Agent in writing (which notice the Administrative Agent shall promptly provide to the Collateral Agent) (to be acknowledged by the Administrative Agent and the Collateral Agent) that such Hedging Agreement is to be a “Qualified Hedging Agreement”.

(b) Until such time as the Borrower delivers (and the Administrative Agent and the Collateral Agent acknowledge) such notice as described above, such Hedging Agreement shall not constitute a Qualified Hedging Agreement. The parties hereto understand and agree that the provisions of this Section 10.22 are made for the benefit of the Lenders and their Affiliates which become parties to Hedging Agreements, and agree that any amendments or modifications to the provisions of this Section 10.22 shall not be effective with respect to any Hedging Agreement entered into prior to the date of the respective amendment or modification of this Section 10.22 (without the written consent of the relevant parties thereto). Notwithstanding any such designation of a Hedging Agreement as a Qualified Hedging Agreement, no provider or holder of any such Qualified Hedging Agreement (in its capacity as such) shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider of such agreements or the Revolving Obligations owing thereunder, nor shall their consent be required (other than in their capacities as a Lender to the

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extent applicable) for any matter hereunder or under any of the other Credit Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantor Subsidiaries. The Administrative Agent and the Collateral Agent accept no responsibility and shall have no liability for the calculation of the exposure owing by the Credit Parties under any such Qualified Hedging Agreement, and shall be entitled in all cases to rely on the applicable Lender Counterparty and the applicable Credit Party to such agreement for the calculation thereof. Such Lender Counterparty and the applicable Credit Party, party to any such agreement each agrees to provide the Administrative Agent and the Collateral Agent with the calculations of all such exposures and reserves, if any, from time to time, including at such times as the Administrative Agent or the Collateral Agent shall reasonably request, and in any event, not less than monthly (unless otherwise agreed to by the Administrative Agent and the Collateral Agent).

10.23 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower and each other Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers are arms-length commercial transactions between the Borrower, each other Credit Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, on the other hand, (B) each of the Borrower and each other Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers are, and have been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Credit Party or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, the Collateral Agent or any Joint Lead Arranger has any obligation to the Borrower, any other Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Credit Parties and their respective Affiliates, and none of the Administrative Agent or any Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower, any other Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the other Credit Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Joint Lead Arrangers with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

ALLIED SPECIALTY VEHICLES , INC.,
	as Borrower
By:	/s/ Hans Heinsen
	Name:	Hans Heinsen
	Title:	Treasurer, Vice President Finance & Chief Financial Officer
AIP/FW FUNDING, INC. CAPACITY OF TEXAS, INC. CHAMPION BUS, INC. COLLINS BUS CORPORATION COLLINS I HOLDING CORP. COLLINS INDUSTRIES, INC.
ELDORADO NATIONAL (CALIFORNIA), INC.
ELDORADO NATIONAL (KANSAS), INC. E-ONE, INC.
FLEETWOOD RV, INC.
GENERAL COACH AMERICA , INC. GOLDSHIELD FIBERGLASS, INC. GOSHEN COACH INC.
HALCORE GROUP, INC. HORTON ENTERPRISES, INC. MOBILE PRODUCTS, INC.
WHEELED COACH INDUSTRIES, INC.,
	as Guarantor Subsidiaries
By:	/s/ Hans Heinsen
	Name:	Hans Heinsen
	Title:	Treasurer

[Signature Page to DB-ASV Credit Agreement]

DEUTSCHE BANK SECURITIES INC.,
	as a Joint Lead Arranger and a Joint Book-Runner
By:	/s/ Authorized Signatory
	Name:	Authorized Signatory
	Title:	Authorized Signatory
By:	/s/ Frank Fazio
	Name:	Frank Fazio
	Title:	Managing Director

[Signature Page to DB-ASV Credit Agreement]

ALLY COMMERCIAL FINANCE LLC,
	as a Joint Lead Arranger, a Joint Book- Running Manager, Syndication Agent and Lender
By:	/s/ Joseph Skaferowsky
	Name:	Joseph Skaferowsky
	Title:	Senior Director

[Signature Page to DB-ASV Credit Agreement]

RBS CITIZENS, NATIONAL ASSOCIATION,
	as a Joint Book-Running Manager, Documentation Agent and Lender
By:	/s/ Kenneth Wales
	Name:	Kenneth Wales
	Title:	Vice President

[Signature Page to DB-ASV Credit Agreement]

SIGNATURE PAGE TO THE REVOLVING CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ALLIED SPECIALTY VEHICLES, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY THERETO FROM TIME TO TIME AS GUARANTOR SUBSIDIARIES, THE LENDERS PARTY THERETO FROM TIME TO TIME, AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
NAME OF INSTITUTION:
BMO Harris Bank N.A.
By:	/s/ Kara Goodwin
	Name:	Kara Goodwin
	Title:	Director

[Signature Page to DB-ASV Credit Agreement]

SIGNATURE PAGE TO THE REVOLVING CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ALLIED SPECIALTY VEHICLES, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY THERETO FROM TIME TO TIME AS GUARANTOR SUBSIDIARIES, THE LENDERS PARTY THERETO FROM TIME TO TIME, AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
NAME OF INSTITUTION:
SUNTRUST BANK
By:	/s/ I-Matney-Gornall
	Name:	I-Matney-Gornall
	Title:	Vice President

[Signature Page to DB-ASV Credit Agreement]

SIGNATURE PAGE TO THE REVOLVING CREDIT AND GUARANTY AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG ALLIED SPECIALTY VEHICLES, INC. AND CERTAIN OF ITS SUBSIDIARIES PARTY THERETO FROM TIME TO TIME AS GUARANTOR SUBSIDIARIES, THE LENDERS PARTY THERETO FROM TIME TO TIME, AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
NAME OF INSTITUTION:
Webster Business Credit Corporation
By:	/s/ Harvey Winter
	Name	Harvey Winter
	Title:	SVP

[Signature Page to DB-ASV Credit Agreement]

APPENDIX A

TO CREDIT AND GUARANTY AGREEMENT

Commitments

Lender	Commitment
Deutsche Bank AG New York Branch	$	40,000,000
Ally Commercial Finance LLC	$	40,000,000
RBS Citizens, National Association	$	30,000,000
BMO Harris Bank N.A.	$	15,000,000
SunTrust Bank	$	15,000,000
Webster Business Credit Corporation	$	10,000,000
Total	$	150,000,000

APPENDIX B

TO CREDIT AND GUARANTY AGREEMENT

Notice Addresses

ALLIED SPECIALTY VEHICLES, INC.

EACH GUARANTOR SUBSIDIARY

Allied Specialty Vehicles, Inc.

c/o AIP IV, LLC

330 Madison Avenue, 28^th Floor

New York, NY 10017

Attention: Paul Bamatter

Telecopier: (212) 627-2372

Email: paul@americanindustrial.com

and

Allied Specialty Vehicles, Inc.

4776 New Broad St., Suite 200

Orlando, Florida 32814

Attention: Hans Heinsen

Telecopier: (407) 228-2872

Email: hans.heinsen@alliedsv.com

with a copy to

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attention: Steven R. Rutkovsky

Telecopier: (646) 728 1529

Email: steven.rutkovsky@ropesgray.com

DEUTSCHE BANK AG NEW YORK BRANCH,

as Administrative Agent, Collateral Agent,

Swing Line Lender, Issuing Bank and a Lender

c/o DB Services New Jersey, Inc.

5022 Gate Parkway, Bldg. 200

Jacksonville, FL 32256

Attention: Lee Schmerin

Telecopier: (904) 746-4860

Email: Lee.Schmerin@db.com

APPENDIX B

TO CREDIT AND GUARANTY AGREEMENT

Page 2

ALLY COMMERCIAL FINANCE LLC

as a Lender

1185 Avenue of the Americas

2^nd Floor

New York, NY 10036

Attention: Joseph Skaferowsky

Telecopier: (212) 884-7693

Email: Joseph.Skaferowsky@ally.com

RBS CITIZENS, NATIONAL ASSOCIATION

as a Lender

600 Washington Blvd.

Stamford, CT 06901

Attention: Ken Wales

Telecopier: 203-583-4429

Email: Kenneth.Wales@rbscitizens.com

BMO HARRIS BANK N.A.

as a Lender

111 West Monroe

Chicago, IL 60603

Attention: Rebecca Bruch

Telecopier: 312-765-1641

Email: Rebecca.Bruch@bmo.com

SUNTRUST BANK

as a Lender

303 Peachtree St., 23^rd Floor

Atlanta, GA 30308

Attention: Matney Gornall

Telecopier: 404-813-5890

Email: Matney.Gornall@suntrust.com

WEBSTER BUSINESS CREDIT CORPORATION

as a Lender

360 Lexington Avenue

New York, NY 10017

Attention: Gordon Massave

Telecopier: 212-806-4510

Email: gmassave@websterbcc.com

Schedule 1.1

Existing Floor Planning Program

Company	Floor Plan Program
Allied Specialty Vehicles, Inc.	Manufacturer’s Repurchase Agreement with US Bank National Association. 5/2013
Allied Specialty Vehicles, Inc.	Repurchase Agreement with TCF Inventory Finance, Inc. 5/2013
Allied Specialty Vehicles, Inc.	Repurchase Agreement with TCF Commercial Finance Canada, Inc. 5/2013
Allied Specialty Vehicles, Inc.	Wholesale Repurchase Agreement with Royal Bank of Canada. 7/2013.
Allied Specialty Vehicles, Inc.	Manufacturer’s Repurchase Agreement with Liberty Bay Bank. 5/2013.
Allied Specialty Vehicles, Inc.	Manufacturer’s Repurchase Agreement with La Caisse Centrale Desjardins du Quebec. 5/2013
Allied Specialty Vehicles, Inc.	Manufacturer’s Repurchase Agreement with Key Bank. 5/2013
Allied Specialty Vehicles, Inc.	Repurchase Agreement with Bank of Montreal. 6/2013
Allied Specialty Vehicles, Inc.	Amended and Restated Vendor Agreement with GE Commercial Distribution Finance Corporation. 6/2013
Allied Specialty Vehicles, Inc.	Amended and Restated Vendor Agreement with GE Commercial Distribution Finance Canada. 5/2013
Allied Specialty Vehicles, Inc.	Manufacturer’s Repurchase Agreement with County National. 6/2013
Allied Specialty Vehicles, Inc.	Repurchase Agreement with Bank of America, N.A. 5/2013
Allied Specialty Vehicles, Inc.	Wholesale Repurchase Agreement with Ally Bank. 5/2013
Allied Specialty Vehicles, Inc.	Program Agreement (Branded) with De Lage Landen Financial Services, Inc. 1/20/2012. Incorporates by reference a Regional Framework Agreement entered between the same parties on 1/20/2012

Capacity of Texas, Inc.	Joinder Agreement to Program Agreement (Branded) between Allied Specialty Vehicles, Inc. and De Lage Landen Financial Services, Inc. (undated)
Collins Bus Corp.	Floorplan Agreement with Commercial Finance Corporation 10/26/1990
E-ONE, Inc.	Joinder Agreement to Program Agreement (Branded) between Allied Specialty Vehicles, Inc. and De Lage Landen Financial Services, Inc. 7/5/2012
Fleetwood RV, Inc.	Repurchase Agreement with Bank of America, N.A. 7/1/2009
AIP/FW Funding, Inc. Fleetwood RV, Inc.	Amended and Restated Vendor Agreement with GE Commercial Distribution Finance Corporation 4/30/2010
AIP/FW Funding, Inc. Fleetwood RV, Inc.	Amended and Restated Vendor Agreement with GE Commercial Distribution Finance Canada 6/2/2010
Fleetwood RV, Inc.	Repurchase Agreement with JP Morgan Chase Bank, N.A. 12/1/2009
Fleetwood RV, Inc.	Wholesale Repurchase Agreement with Ally Financial 12/15/2010
Fleetwood RV, Inc.	Inventory Blanket Repurchase Agreement with Bank of the West 4/21/2010
Halcore Group, Inc.	Joinder Agreement to Program Agreement (Branded) between Allied Specialty Vehicles, Inc. and De Lage Landen Financial Services, Inc. 8/12/2012
Wheeled Coach Industries, Inc.	Joinder Agreement to Program Agreement (Branded) between Allied Specialty Vehicles, Inc. and De Lage Landen Financial Services, Inc. 8/21/2012

Schedule 1.2

Permitted Foreign Accounts

Person	Foreign Jurisdiction	Amount Outstanding
Pusan Newport Company	Korea	$	0
Panama Ports Company, S.A.	Panama	$	683,660.39
Colombo International	Sri Lanka	$	1,306,105.60
DAEHO TLS	Korea	$	84,136.70
Tecniport	Panama	$	507,409.77

Schedule 2.3

Existing Letters of Credit

Part 1. All Existing Letter of Credit

Issuing Bank	Number		Account Party	Amount		Beneficiary	Expiration Date		Type
Ally Commercial Finance LLC		68024609	Allied Specialty Vehicles, Inc.		400000	Kansas Department of Labor Division		5/30/2014		SB
Ally Commercial Finance LLC		68049346	Allied Specialty Vehicles, Inc.		267000	Ohio Bureau of Workers Compans		12/13/13		SB
Ally Commercial Finance LLC		68076912	Allied Specialty Vehicles, Inc.		306730	Panama Ports Company SA		9/22/2014		SB
Ally Commercial Finance LLC		68088893	Allied Specialty Vehicles, Inc.		29400	Pusan Newport Co. LTD		11/2/14		SB
Ally Commercial Finance LLC		68089536	Allied Specialty Vehicles, Inc.		55900	Hyundai Development Company		1/30/2014		SB
Ally Commercial Finance LLC		68089945	Allied Specialty Vehicles, Inc.		1078304	HK Shanghai BK/IFO: Colombo Int		2/21/2014		SB
Ally Commercial Finance LLC		68096156	Allied Specialty Vehicles, Inc.		22328.25	DP World Callao SRL Lima Peru		4/18/2014		SB
Ally Commercial Finance LLC		68097381	Allied Specialty Vehicles, Inc.		310780	HSBC Bk (Panama Port)		6/3/2015		SB
Ally Commercial Finance LLC		68097468	Allied Specialty Vehicles, Inc.		27019.50	Bancolombia (TCBuen)		6/24/2014		SB
Ally Commercial Finance LLC		68097719	Allied Specialty Vehicles, Inc.		230013	Benemerito Cuerpo de Bomberos		6/10/2014		SB
Ally Commercial Finance LLC		68097720	Allied Specialty Vehicles, Inc.		23001.30	Benemerito Cuerpo de Bomberos		6/10/2014		SB
Part 2. Rollover Existing Letter of Credit
Issuing Bank	Number		Account Party	Amount		Beneficiary	Expiration Date		Type
None.

Schedule 4.2

Capital Stock and Ownership

Company	Owner of Equity Interest	% Ownership Interest	Certificated
AIP/FW Funding, Inc.	Allied Specialty Vehicles, Inc.	100	Yes
ASV/MRV, Inc. (Preferred Stock (non-convertible))	Workhorse International Holding Company	100	Yes
ASV/MRV, Inc. (Common Stock)	Allied Specialty Vehicles, Inc.	100	Yes
Capacity of Texas, Inc.	Collins Industries, Inc.	100	Yes
Champion Bus, Inc.	Allied Specialty Vehicles, Inc.	100	Yes
Collins Bus Corporation	Collins Industries, Inc.	100	Yes
Collins Canada, Inc.	Collins Bus Corporation	100	Yes
Collins I Holding Corp.	Allied Specialty Vehicles, Inc.	100	Yes
Collins Industries, Inc.	Collins I Holding Corp.	100	Yes
ElDorado National (California), Inc.	Allied Specialty Vehicles, Inc.	100	Yes
ELDORADO NATIONAL (KANSAS), INC.	Allied Specialty Vehicles, Inc.	100	Yes
E-ONE, Inc.	Allied Specialty Vehicles, Inc.	100	Yes
Fleetwood RV, Inc.	AIP/FW Funding, Inc.	100	Yes
General Coach America, Inc.	Allied Specialty Vehicles, Inc.	100	Yes
Goldshield Fiberglass, Inc.	AIP/FW Funding, Inc.	100	Yes
Goshen Coach Inc.	Allied Specialty Vehicles, Inc.	100	Yes
Halcore Group, Inc.	Horton Enterprises, Inc.	100	Yes
Horton Enterprises, Inc.	Allied Specialty Vehicles, Inc.	100	Yes
Mobile Products, Inc.	Collins Industries, Inc.	100	Yes
Monaco RV, LLC	ASV/MRV, Inc.	100	Yes
Towables Co. LLC	ASV/MRV, Inc.	100	Yes
Wheeled Coach Industries, Inc.	Collins Industries, Inc.	100	Yes

Schedule 4.12

Real Estate Assets

(i) Real Estate Assets:

Address	Credit Party Owner/Tenant
15 Compound Drive Hutchinson, KS 67502 RENO COUNTY, KS	Collins Industries, Inc.
415 W. 6th Ave. South Hutchinson, KS 67505 RENO COUNTY, KS	Collins Industries, Inc.
10.6 acres (approx.) vacant lot and retention pond parcel N. Jefferson Street South Hutchinson, KS (property is adjacent to 415 W. 6th Ave). RENO COUNTY, KS	Collins Bus Corporation
2735, 2737 and 2778 N. Forsyth Rd. Winter Park, FL 32792 ORANGE COUNTY, FL	Wheeled Coach Industries, Inc.
401 Capacity Drive Longview, TX 75604 GREGG COUNTY, TX	Capacity of Texas, Inc.
West Monroe Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
2709 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
2004 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
1903 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
1031 US 224 E Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1802 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1803 Winchester Street Decatur, IN 46733	Fleetwood RV, Inc.

ADAMS COUNTY, IN
1410 / 1420 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1010 Commerce Drive Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1701 SW 37th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
1601 SW 37th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
2929 SW 57th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
3611 SW 20th Street Ocala, FL 34474 MARION COUNTY, FL	E-ONE, Inc.
3800 McDowell Road Grove City, OH 43123 FRANKLIN COUNTY, OH	Halcore Group, Inc.
331 Graham Road Imlay City, MI 48444-0158 LAPEER COUNTY, MI	Champion Bus, Inc.
9670 Galena Street Riverside, CA 92509 RIVERSIDE COUNTY, CA	ElDorado National (California), Inc.
1655 Wall Street Salina, KS 67401 SALINE COUNTY, KS	ELDORADO NATIONAL (KANSAS), INC.
25161 Leer Drive Elkhart, IN 46514 ELKHART COUNTY, IN	Goshen Coach Inc.
Lot 18 Park Six Court Elkhart, IN 46514 ELKHART COUNTY, IN	Goshen Coach Inc. (f/k/a GC Bus Acquisition Corp.)

(ii) All leases, subleases or assignments of leases creating a leasehold interest:

Address	Tenant	Description of Lease or Other Documents Evidencing Interest
S-4760 Camp Rd. Hamburg, NY 14075 ERIE COUNTY, NY	E-ONE, Inc. (subtenant)	Sublease Agreement dated June 6, 2010 as amended on July 28, 2012.
10935, 10941 & 10957 Weaver Ave. South El Monte, CA 91733 LOS ANGELES COUNTY, CA	Halcore Group, Inc. dba Leader Industries Incorporated	Air Commercial Real Estate Association Standard Industrial Commercial Single Tenant Lease dated February 1, 2013.
2424 Poplar Blvd Alhambra, CA 91802 LOS ANGELES COUNTY, CA	Halcore Group, Inc. dba Leader Industries Incorporated	Commercial lease dated July 12, 2013.
10944 Weaver Ave, South El Monte, CA LOS ANGELES COUNTY, CA	Halcore Group, Inc. dba Leader Industries Incorporated1	Month-to-month lease; Assets will be removed and lease terminated by October 31, 2013.
2200 Southwest Blvd. Grove City, OH 43123 FRANKLIN COUNTY, OH	Halcore Group, Inc. dba Horton Emergency Vehicles Co.	Lease Agreement dated September 29, 2004 as amended on February 13, 2007, November 30, 2010 and October 24, 2012.
3908 Jackson Pike, Grove City, OH 43123 FRANKLIN COUNTY, OH	Halcore Group, Inc. dba Horton Emergency Vehicles Co.	Lease dated May 17, 2006 as amended October 15, 2008.
165 American Way Jefferson, NC 28640	Halcore Group, Inc. d/b/a American Emergency Vehicles	Lease dated October 26, 1998 as amended September 3, 2004.
150 Northwest Drive Jefferson, NC 28640 ASHE COUNTY, NC	Halcore Group, Inc. dba American Emergency Vehicles Co.	Lease for Parking Space dated June 22, 2009.
912 Friendship Rd. Jefferson, NC 28640 ASHE COUNTY, NC	Halcore Group, Inc. dba American Emergency Vehicles Co.	Lease Agreement dated January 21, 2012.
350 feet of Railroad near track No. 100 Saline, KS SALINE COUNTY, KS	ELDORADO NATIONAL (KANSAS), INC.	Lease of Track dated May 1, 2007.
4776 New Broad Street Orlando, FL 32814 ORANGE COUNTY, FL	Allied Specialty Vehicles, Inc.	Office Lease Agreement dated July 1, 2012.
4688 Broad Street Orlando, FL 32814 ORANGE COUNTY, FL	Peter Guile of Allied Specialty Vehicles, Inc.	Post Residential Lease Agreement dated July 19, 2013.
331 Graham Road Imlay City, MI 48444-0158 LAPEER COUNTY, MI	Safeway Driveway, Inc.	Lease dated June 6, 2013.

¹  Lease is month to month and will be terminated by the end of October 2013.

Schedule 4.19

Employee Benefits Plans

None.

Schedule 4.26

Insurance

Type of Coverage	Amount Insured	Policy #	Deductible	Carrier
Commercial Property	$100M	KTJ-CMB-4072-R69-2-13	Various	Travelers Property Casualty Co of America
General Liability	$1M each occurrence	IRG2001384-00	None	First Specialty Insurance Corporation
Automobile Liability	$1M each accident	Y8104052R029PHX13	None	The Phoenix Insurance Company
Umbrella Liability	$5M aggregate	BE013731054	None	National Union Fire Ins Co Pittsburgh PA
Workers’ Compensation and Employers’ Liability	$1M each accident	YJUB-2555R-798-13(AOS) 90-17680-03 90-17680-04 (NY)	None	Travelers Property Casualty Co of America Sentry Insurance a Mutual Company

Schedule 5.14

Bank Accounts

Owner	Bank name	Account number	Account name	Subject to an Account Control Agreement
American Emergency Vehicles (trade name for Halcore Group, Inc.)	Yadkin Bank	041004663	Cash Deposits Only	No
American Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179810561	American Emergency Vehicles Depository Account	No
American Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179810539	American Emergency Vehicles Controlled Disbursement Account	No
Allied Specialty Vehicles, Inc.	JP Morgan Chase Bank, N.A.	936319672	ASV Master Blocked Account	Yes
Allied Specialty Vehicles, Inc.	JP Morgan Chase Bank, N.A.	936364462	ASV Master Operating Account	No
Collins Bus Corporation	JP Morgan Chase Bank, N.A.	707927844	Collins Bus Corporation Depository Account	No
Collins Bus Corporation	JP Morgan Chase Bank, N.A.	707928057	Collins Bus Corporation Controlled Disbursement Account	No
Collins Bus Corporation	The First National Bank of Hutchinson	004-835-6	Collins Bus Corporation Payroll Account	No
Collins Industries, Inc.	The First National Bank of Hutchinson	02-864-9	Collins Industries, Inc. Payroll Account	No
Collins Industries, Inc.	The First National Bank of Hutchinson	003-210-7	Collins Industries Workers Compensation Account	No
Capacity of Texas, Inc.	JP Morgan Chase Bank, N.A.	707927893	Capacity of Texas Inc. Depository Account	No
Capacity of Texas, Inc.	JP Morgan Chase Bank, N.A.	707928115	Capacity of Texas Inc. Controlled Disbursement Account	No

Capacity of Texas, Inc.	The First National Bank of Hutchinson	003-739-7	Capacity of Texas, Inc. Payroll Account	No
E-ONE, Inc.	JP Morgan Chase Bank, N.A.	886966506	Operating Account (Primary Account)	No
E-ONE, Inc.	JP Morgan Chase Bank, N.A.	886966514	Controlled Disbursement (Checks Only)	No
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	936364983	FW RV Controlled Disbursement Account	No
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	936364975	FW Parts & Service Controlled Disbursement	No
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	816976369	FW RV Blocked Account	No
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	816977102	FW Parts & Service Blocked Account	No
Goldshield Fiberglass, Inc.	JP Morgan Chase Bank, N.A.	936364694	GS Controlled Disbursement Account	No
Goldshield Fiberglass, Inc.	JP Morgan Chase Bank, N.A.	816977078	Goldshield Operating Blocked Account	No
Halcore Group, Inc.	JP Morgan Chase Bank, N.A.	716482724	Concentration Account (Incoming Deposits, CDA Funding, Misc. Wires, ZBA Sweep)	No
Horton Enterprises, Inc.	JP Morgan Chase Bank, N.A.	716482732	Cont Disb & PR and Medical	No
Leader Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179802861	Leader Emergency Vehicles Depository Account	No
Leader Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179802850	Leader Emergency Vehicles Controlled Disbursement Account	No
Mobile Products, Inc.	JP Morgan Chase Bank, N.A.	707927919	Mobile Products, Inc. Depository Account	No
Mobile Products, Inc.	JP Morgan Chase Bank, N.A.	707928131	Mobile Products, Inc. Controlled Disbursement Account	No

Wheeled Coach Industries, Inc.	JP Morgan Chase Bank, N.A.	707927737	Wheeled Coach Industries, Inc. Depository Account	No
Wheeled Coach Industries, Inc.	JP Morgan Chase Bank, N.A.	707928180	Wheeled Coach Industries, Inc. Controlled Disbursement Account	No
Wheeled Coach Industries, Inc.	The First National Bank of Hutchinson	002-116-4	Wheeled Coach Industries, Inc. Payroll Account	No

Schedule 5.17(a)

Closing Date Mortgaged Properties

Address	Owner
15 Compound Drive Hutchinson, KS 67502 RENO COUNTY, KS	Collins Industries, Inc.
415 W. 6th Ave. South Hutchinson, KS 67505 RENO COUNTY, KS	Collins Industries, Inc.
10.6 acres (approx.) N. Jefferson Street South Hutchinson, KS (property is adjacent to 415 W. 6th Ave). RENO COUNTY, KS	Collins Bus Corporation
2735, 2737 and 2778 N. Forsyth Rd. Winter Park, FL 32792 ORANGE COUNTY, FL	Wheeled Coach Industries, Inc.
401 Capacity Drive Longview, TX 75604 GREGG COUNTY, TX	Capacity of Texas, Inc.
West Monroe Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
2709 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
2004 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
1903 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN	Goldshield Fiberglass, Inc.
1031 US 224 E Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1802 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1803 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1410 / 1420 Patterson Street Decatur, IN 46733	Fleetwood RV, Inc.

ADAMS COUNTY, IN
1010 Commerce Drive Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.
1701 SW 37th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
1601 SW 37th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
2929 SW 57th Avenue Ocala, FL 34744 MARION COUNTY, FL	E-ONE, Inc.
3611 SW 20th Street Ocala, FL 34474 MARION COUNTY, FL	E-ONE, Inc.
3800 McDowell Road Grove City, OH 43123 FRANKLIN COUNTY, OH	Halcore Group, Inc.
331 Graham Road Imlay City, MI 48444-0158 LAPEER COUNTY, MI	Champion Bus, Inc.
9670 Galena Street Riverside, CA 92509 RIVERSIDE COUNTY, CA	ElDorado National (California), Inc.
1655 Wall Street Salina, KS 67401 SALINE COUNTY, KS	ELDORADO NATIONAL (KANSAS), INC.
25161 Leer Drive Elkhart, IN 46514 ELKHART COUNTY, IN	Goshen Coach Inc.
Lot 18 Park Six Court Elkhart, IN 46514 ELKHART COUNTY, IN	Goshen Coach Inc. (f/k/a GC Bus Acquisition Corp.)

Schedule 5.17(b)

Mortgaged Properties Under Construction

Address	Owner
2735, 2737 and 2778 N. Forsyth Rd. Winter Park, FL 32792 ORANGE COUNTY, FL	Wheeled Coach Industries, Inc.
1803 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN	Fleetwood RV, Inc.

Schedule 6.1

Existing Indebtedness

Company	Indebtedness
E-ONE, Inc.	Capital lease: Machine Finance Resources (Saw) ($11,353)
E-ONE, Inc.	Capital lease: Wells Fargo Equipment Finance (Forklift) ($4,387)
E-ONE, Inc.	Capital lease: CISCO Capital (Computer Equipment) ($106,585)
E-ONE, Inc.	Master Lease Agreement: Pacific Western Equipment Finance (Horizontal Borring Mill) ($550,447)
E-ONE, Inc.	Capital Lease with NetApp, Inc. dba NetApp Financial Solutions for IT Systems Storage ($18,354)
Collins Bus Corporation	Capital Lease with Amada America, Inc. for Turret Punch ($378,987)
Halcore Group, Inc.	Master Lease Agreement with BNP Paribas Leasing Solutions for Lift Truck ($18,465)
Champion Bus, Inc.	Capital lease with RICOH for Copier equipment ($75,082)

Schedule 6.2

Existing Liens

Allied Specialty Vehicles, Inc.

1. Liens in favor of the Florida Department of Revenue in respect of $6,737.82 owed by Allied Specialty Vehicles, Inc.

Champion Bus, Inc.

1. Liens in favor of Freightliner Custom Chassis Corporation in respect of all motor vehicle chassis manufactured by Freightliner Custom Chassis Corporation; all additions and accessories to said motor vehicle chassis; all manufacturer’s certificates and certificates of title or ownership relating to the foregoing; and all proceeds and replacements of and to the foregoing.

2. Liens in favor of Ford Motor Company in respect of motor vehicles owned by Ford Motor Company and on consignment or bailment with Champion Bus, Inc.

3. Liens in favor of Mathews Buses, Inc. in respect of inventory of new and used motor vehicles, trailers and chassis, and other inventory and equipment consigned and delivered to Champion Bus, Inc.

4. Liens in favor of U.S. Bancorp Business Equipment Finance Group with respect to certain equipment of Champion Bus, Inc.

5. Liens in favor of Olathe Ford Sales, Inc. in respect of motor vehicles owned by Olathe Ford Sales, Inc. and on consignment or otherwise delivered to Champion Bus, Inc.

6. Liens in favor of Watson Quality Ford, Inc. in respect of all motor vehicles owned by Watson Quality Ford, Inc. and on consignment with or otherwise delivered to Champion Bus, Inc.

7. Liens in favor of Ally Financial in respect of all chassis and/or vehicles manufactured by General Motors, now owned or hereafter acquired and any replacements, substitutions or accessions, including returns and repossessions.

8. Liens in favor of Ricoh Americas Corporation, in respect of certain office equipment and any other office equipment now or hereafter leased and/or financed for Champion Bus Inc. by Ricoh Americas Corporation.

E-O NE, Inc.

1. Liens in favor of U.S. Bancorp Equipment Finance, Inc.-Machine Tool Finance Group in respect of one Trumpf Punch Machine and associated equipment.

2. Liens in favor of Banc of America Leasing & Capital, LLC in respect of certain leases, receivables, collections and equipment covered by a Loan and Security Agreement dated as of March 24, 2005 between Banc of America Leasing & Capital, LLC and E-ONE, Inc.

3. Liens in favor of General Electric Capital Corporation in respect of one Trumpf punch machine with part chute sensor, one multi tool drive, and one sheet mast prep.

4. Liens in favor of Banc of America Public Capital Corp. in respect of certain vehicle leases of E-ONE, Inc.

5. Liens in favor of Chase Equipment Leasing, Inc. in respect of all of E-ONE, Inc.’s present and future right, title and interest in and to the Installment Purchase Agreement dated as of December 12, 2008 between E-ONE, Inc. and City of Wayne.

6. Liens in favor of Canon Financial Services in respect of all equipment leased or sold to E-ONE, Inc. by Canon Financial Services, Inc., or all equipment financed for E-ONE, Inc. by Canon Financial Services, Inc.

7. Liens in favor of Westfall GMC Truck, Inc. in respect of all inventory of trucks and chassis, acquired from Westfall GMC Truck, Inc. by E-ONE, Inc. and bearing the manufacturers’ names of FREIGHTLINER, MACK, GMC and/or VOLVO, including cash and noncash proceeds thereof.

8. Liens in favor of Machinery Finance Resources, LLC in respect of one Elumatec mitre saw.

9. Liens in favor of Wells Fargo Bank, N.A. in respect of two Crown forklifts.

10. Liens in favor of Netapp, Inc. DBA Netapp Financial Solutions in respect of certain communications and internet equipment.

11. Liens in favor of Bank of the West, Trinity Division in respect of one Trumpf CNC punch.

12. Liens in favor of Cisco Systems Capital Corporation in respect of certain communications and internet equipment of E-ONE, Inc.

13. Liens in favor of Everbank Commercial Finance, Inc. in respect of one Trumpf Tru-Punch.

14. Liens in favor of Pacific Western Equipment Finance, a Division of Pacific Western Bank in respect of but not limited to one SNK Nissin Boring and Milling.

15. Liens in favor of Maudlin Trucks, Inc. in respect of all new International chassis now or hereafter acquired by E-ONE, Inc. including all bodies, attachments or accessories therefore; all present and future chattel paper, contract rights, accounts, or general intangibles generated in any manner from the sale, lease, demonstration or other disposition of the proceeds of the above.

16. Liens in favor of U.S. Bank Equipment Finance, a Division of U.S. Bank National Association, in respect of four copiers.

17. Liens in favor of NMHG Financial Services, Inc. in respect of all of the equipment leased by NMHG Financial Services, Inc. to E-ONE, Inc.

Fleetwood RV, Inc.

1. Liens in favor of Freightliner Custom Chassis Corporation in respect of all motor vehicle chassis manufactured by Freightliner Custom Chassis Corporation; all additions and accessories to said motor vehicle chassis; all manufacturer’s certificates and certificates of title or ownership relating to the foregoing; and all proceeds and replacements of and to the foregoing.

2. Liens in favor of VA&F Financial in respect of certain Ricoh, Docuware and Konica office equipment.

3. Liens in favor of Spartan Motors Chassis, Inc. in respect of all chassis manufactured by Spartan Motors Chassis, Inc. and any and all additions and accessions thereto.

4. Liens in favor of General Electric Capital Corporation in respect of certain equipment leased to or financed for Fleetwood RV, Inc. under that certain Equipment Lease Agreement No. 7748679-001.

5. Liens in favor of South Bay Ford, Inc. in respect of all motor vehicles owned by South Bay Ford, Inc. as consignor/secured party and on consignment with or otherwise delivered to Fleetwood RV, Inc. for upfitting, modification or sale.

6. Liens in favor of Advanced Imaging Solutions Inc. in respect of certain office equipment and software.

Goldshield Fiberglass, Inc.

1. Liens in favor of Pacific Western Equipment Finance, a Division of Pacific Western Bank, in respect of all of the equipment, software and personal property leased by Pacific Western Equipment Finance, a division of Pacific Western Bank to Goldshield Fiberglass, Inc. pursuant to Lease Schedule No. 001 as it incorporates the terms and conditions of Master Lease Agreement No. PWF1255, including but not limited to one KMT Robotrim router trimming system.

Capacity of Texas, Inc.

1. Liens in favor of TCF Equipment Finance, Inc. in respect of one industrial lift truck.

Collins Bus Corporation

1. Liens in favor of GMAC in respect of all chassis and/or vehicles manufactured by General Motors Corporation now owned or hereafter acquired and any replacements, substitutions or accessions.

2. Liens in favor of Ford Motor Company in respect of all chassis and/or motor vehicles owned by Ford Motor Company as consignor/bailor/secured party and on consignment/bailment with or otherwise delivered to Collins Bus Corporation as consignee/bailee/debtor.

3. Liens in favor of Olathe Ford Sales, Inc. as consignor/secured party and on consignment with or otherwise delivered to Collins Bus Corporation as consignee/debtor for upfitting, modification or sale.

4. Liens in favor of Watson Quality Ford, Inc. in respect of all motor vehicles owned by Watson Quality Ford, Inc. as consignor/secured party and on consignment with or otherwise delivered to Collins Bus Corporation as consignee/debtor for upfitting, modification or sale.

5. Liens in favor of Amada Capital Corporation in respect of one Amada Turret Punch Machine complete with all attachments now owned or hereafter acquired.

ELDORADO NATIONAL (KANSAS), INC.

1. Liens in favor of Freightliner Custom Chassis Corporation in respect of all inventory purchased from Freightliner Custom Chassis Corporation (current debtor is Thor Industries, Inc.).

2. Liens in favor of Bill Kay’s Tempe Dodge, Bill Kay Ford, Inc., Bill Kay Oldsmobile, Inc. D/B/A Bill Kay Honda, Inc., and Comerica Bank (as total assignee of assignor secured parties) in respect of all “Trucks,” “Bodies,” and “Completed Units,” as defined in the 2010 Converter Consignment Agreement by among ELDORADO NATIONAL (KANSAS), INC. and the secured parties; all proceeds arising from the sale of or other disposition of the aforementioned “Trucks,” “Bodies,” and “Completed Units.”

3. Liens in favor of GMAC in respect of all chassis and/or vehicles manufactured or distributed by motor vehicle manufacturers and all other inventory, now owned or hereafter acquired and any replacements, substitutions or accessions, including returns and repossessions now or hereafter held by ELDORADO NATIONAL (KANSAS), INC.

4. Liens in favor of Roberts Truck Center, LTD in respect of all new and used truck chassis now or hereafter sold to ELDORADO NATIONAL (KANSAS), INC. by the secured party and for which the secured party has not been paid in full.

5. Liens in favor of Ford Motor Company in respect of all motor vehicles owned by Ford Motor Company as consignor/bailor/secured party and on consignment/bailment with or otherwise delivered to ELDORADO NATIONAL (KANSAS), INC. as consignee/bailee/debtor.

6. Liens in favor of Carlson Systems LLC in respect of one Ranpak stapler.

7. Liens in favor of Sutton Ford, Inc. in respect of all motor vehicles owned by Sutton Ford, Inc. as consignor/secured party and on consignment with or otherwise delivered to ELDORADO NATIONAL (KANSAS), INC. for upfitting, modification or sale.

8. Liens in favor of Olathe Ford Sales, Inc. in respect of all motor vehicles owned by Olathe Ford Sales, Inc.as consignor/secured party and on consignment or otherwise delivered to ELDORADO NATIONAL (KANSAS), INC. for upfitting, modification or sale.

9. Liens in favor of Watson Quality Ford, Inc. in respect of all motor vehicles owned by Watson Quality Ford, Inc. as consignor/secured party and on consignment with or otherwise delivered to ELDORADO NATIONAL (KANSAS), INC. as consignee/debtor for upfitting, modification or sale.

Collins Industries, Inc.

1. Liens in favor of GMAC in respect of inventory consisting of GMC vehicles and chassis, and all additions or accessions thereto, and all products and proceeds thereof including, but not limited to, finished products, insurance proceeds and accounts or assignments of accounts.

2. Liens in favor of Ally Financial in respect of inventory consisting of GMC vehicles and chassis, and all additions or accessions thereto, and all products and proceeds thereof including, but not limited to, finished products, insurance proceeds and accounts or assignments of accounts.

3. Liens in favor of IBM Credit LLC in respect of certain IBM equipment.

4. Liens in favor of Wells Fargo Equipment Finance, Inc. in respect of certain cutting tables, punch presses, and a punch tooling package.

5. Liens in favor of NMHG Financial Services, Inc. in respect of all equipment now or hereafter leased by NMHG Financial Services, Inc. to Collins Industries, Inc.

Goshen Coach Inc.

1. Liens in favor of GMAC in respect of all chassis and/or vehicles manufactured or distributed by General Motors now owned or hereafter acquired.

2. Liens in favor of Ford Motor Company in respect of all motor vehicles owned by Ford Motor Company as consignor/bailor/secured party and on consignment/bailment with or otherwise delivered to Goshen Coach Inc.

3. Liens in favor of U.S. Bancorp Business Equipment Finance Group in respect of, for informational purposes only, certain office equipment.

4. Liens in favor of Olathe Ford Sales, Inc. in respect of all motor vehicles owned by Olathe Ford Sales, Inc. as consignor/secured party and on consignment with or otherwise delivered to Goshen Coach, Inc. for upfitting, modification or sale.

5. Liens in favor of Watson Quality Ford, Inc. in respect of all motor vehicles owned by Watson Quality Ford, Inc. as consignor/secured party and on consignment with or otherwise delivered to Goshen Coach, Inc. for upfitting, modification or sale.

6. Liens in favor of U.S. Bancorp Equipment Finance, Inc. in respect of, for informational purposes only, one printer.

7. Liens in favor of U.S. Bank Equipment Finance in respect of certain office equipment.

Halcore Group, Inc.

1. Liens in favor of The Huntington National Bank in respect of a punch press and ancillary equipment and a CNC press and ancillary equipment.

2. Liens in favor of Ford Motor Company in respect of all motor vehicles owned by Ford Motor Company as consignor/bailor/secured party and on consignment/bailment with or otherwise delivered to Halcore Group, Inc.

3. Liens in favor of General Electric Capital Corporation in respect of all equipment leased or financed by General Electric Capital Corporation under Equipment Lease Agreement No. 7653707-001.

4. Liens in favor of Anixter, Inc. in respect of certain consigned material.

5. Liens in favor of Olathe Ford Sales, Inc. in respect of all motor vehicles owned by Olathe Ford Sales, Inc. as consignor/secured party and on consignment with or otherwise delivered to Halcore Group, Inc. for upfitting, modification or sale.

6. Liens in favor of Ally Financial and Ally Bank in respect of all chassis and/or vehicles manufactured by motor vehicle manufacturers and all other inventory now owned or hereafter acquired.

7. Liens in favor of Bank of the West (assignee) and Austin Hardware & Supply, Inc. (assignor) in respect of all inventory owned by Bank of the West and located at debtor’s location pursuant to any consignment or similar agreement.

8. Liens in favor of Marquette Equipment Finance, LLC in respect of the equipment, software and personal property leased by Marquette Equipment Finance, LLC to Halcore Group, Inc., including but not limited to one computerized cutting router.

9. Liens in favor of Bank of the West in respect of a lift truck and related equipment leased or financed from Bank of the West.

ElDorado National (California), Inc.

1. Liens in favor of Canon Financial Services in respect of all equipment leased, sold, or financed by Canon Financial Services, Inc.

2. Liens in favor of Alexander Dennis Incorporated in respect of all of ElDorado National (California), Inc.’s right, title and interest to all goods, inventory and equipment supplied, delivered or otherwise provided by or on behalf of Alexander Dennis Incorporated.

Wheeled Coach Industries, Inc.

1. Liens in favor of GMAC in respect of all chassis and/or vehicles manufactured by General Motors Corporation.

2. Liens in favor of Ally Financial in respect of all chassis and/or vehicles manufactured by General Motors.

3. Liens in favor of Ford Motor Company in respect of all motor vehicles owned by Ford Motor Company and on consignment/bailment with or otherwise delivered to Wheeled Coach Industries, Inc.

4. Liens in favor of Air Liquide Industrial U.S. LP in respect of one 1,500 gallon argon vessel.

5. Liens in favor of Konica Minolta Premier Finance in respect of all equipment leased to or financed for Wheeled Coach Industries, Inc. by Konica Minolta Premier Finance under Premier Advantage Agreement No. 7658154-002.

6. Liens in favor of Olathe Ford Sale, Inc. in respect of all motor vehicles owned by Olathe Ford Sales, Inc. as consignor/secured party and on consignment with or otherwise delivered for upfitting, modification or sale.

7. Liens in favor of Draeger Medical, Inc. in respect of certain equipment supplied by Draeger Medical, Inc.

8. Liens in favor of KCMER Investments, Inc. in respect of KCMER Investments, Inc.’s inventory of new and used motor vehicles, trailers and chassis and other equipment consigned or delivered to Wheeled Coach Industries, Inc., and all proceeds thereof.

Schedule 6.7(h)

Existing Investments

None.

Schedule 6.7(q)

Existing Loans to Dealers

Company	Dealer Name and Address	Amount of Loan Outstanding
E-ONE, Inc.	Hallmark Fire Apparatus – Texas, LLC	Line of Credit Note dated 10/2/07 up to $1M

Schedule 6.11

Certain Affiliate Transactions

1. Sublease between BILLY-LEE, L.L.C. and E-ONE, INC. for 9.7 acres of land located at S- 4760 Camp Road, Hamburg, Erie County, New York commencing on July 1, 2010 and ending on June 30, 2018.

2. Lease between Gary S. Hunter and Sheryl L. Hunter, as Trustees of the Gary S .and Sheryl L. Hunter Trust, and Halcore Group, Inc., commencing on February 1, 2013 and ending on January 31, 2018 for approximately 103,882 square feet of land containing approximately 33,981 square feet of industrial building and office improvements located at 10935, 10941, and 10957 Weaver Avenue, South El Monte, Los Angeles, California 91733.

EXHIBIT A-1 TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF FUNDING NOTICE

Dated             , 201  

Deutsche Bank AG New York Branch, as Administrative

Agent under the Revolving Credit Agreement (as defined below)

c/o DB Services New Jersey, Inc.

Attention: Lee Schmerin

5022 Gate Parkway, Bldg. 200

Jacksonville, Florida 32256

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

Exhibit A-1

Page 2

Pursuant to Sections 2.1 and/or 2.2 of the Revolving Credit Agreement, the Borrower desires that Lenders and/or the Swing Line Lender, as applicable, make the following Loans to the Borrower in accordance with the applicable terms and conditions of the Revolving Credit Agreement on [            , 201  ] (the “Credit Date”):

1.	Revolving Loans
	☐	Base Rate Loans [not constituting an Agent Advance] [constituting an Agent Advance]:	$[        ,         ,         ]
	☐	Eurodollar Rate Loans, with an Initial Interest Period of [one] [three] [six] [or such other period to the extent agreed to by all Lenders] [or less than one month to the extent agreed by the Administrative Agent] Month(s):	$[        ,         ,         ]
2.	Swing Line Loans:		$[        ,         ,         ]

The Borrower hereby certifies that:

(i) after making the Credit Extensions requested on the Credit Date (together with all other Credit Extensions requested by the Borrower on such Credit Date), the Total Utilization of Revolving Commitments shall not exceed the lesser of: (A) the Total Commitment then in effect and (B) the Aggregate Borrowing Base then in effect;

(ii) as of the Credit Date, at the time of, and immediately after giving effect to, the Credit Extensions requested pursuant to this Funding Notice, the representations and warranties contained in the Revolving Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of the Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects as of any such date); [and]

(iii) as of the Credit Date, no event has occurred and is continuing or would result from the consummation of the Credit Extension contemplated hereby that would constitute a Default or an Event of Default [.][; and]

[(iv) after giving effect to the requested Credit Extensions on the Credit Date, the Total Utilization of Revolving Commitments is $        .]¹

[Signature Page Follows]

1 To be included only if the proceeds of Loans requested hereby are to be utilized to finance, in whole or in part, a Permitted Acquisition (or to pay any fees and expenses in connection therewith).

Exhibit A-1

Page 3

Yours Truly,

ALLIED SPECIALTY VEHICLES, INC.

By:

Name:

Title:

EXHIBIT A-2 TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF CONVERSION/CONTINUATION NOTICE

Dated             , 201  

Deutsche Bank AG New York Branch, as Administrative

Agent under the Revolving Credit Agreement (as defined below)

c/o DB Services New Jersey, Inc.

Attention: Lee Schmerin

5022 Gate Parkway, Bldg. 200

Jacksonville, Florida 32256

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

Pursuant to Section 2.8 of the Revolving Credit Agreement, the Borrower desires to convert or to continue the following Revolving Loans, each such conversion and/or continuation to be effective as of             , 201  :

$[        ,         ,         ]	Eurodollar Rate Loans, originally made on             , 201  , to be continued with an Interest Period of [one] [three] [six] month(s) [or such other period to the extent agreed to by all Lenders] [or less than one month to the extent agreed by the Administrative Agent].
$[        ,         ,         ]	Base Rate Loans, originally made on             , 201  , to be converted to Eurodollar Rate Loans with an Interest Period of [one] [three] [six] month(s) [or such other period to the extent agreed to by all Lenders] [or less than one month to the extent agreed by the Administrative Agent].
$[        ,         ,         ]	Eurodollar Rate Loans, originally made on             , 201  , to be converted to Base Rate Loans.

Exhibit A-2

Page 2

[Signature Page Follows]

Exhibit A-2

Page 3

The Borrower hereby certifies that as of the date hereof, no event has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby that would constitute an Event of Default.

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:

EXHIBIT A-3 TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF ISSUANCE NOTICE

Dated             , 201  

Deutsche Bank AG New York Branch, as Administrative

Agent under the Revolving Credit Agreement (as defined below)

c/o DB Services New Jersey, Inc.

Attention: Lee Schmerin

5022 Gate Parkway, Bldg. 200

Jacksonville, Florida 32256

[[                    ], as Issuing Bank

under the Revolving Credit Agreement

                                         ]

Attention: [                    ]

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

Pursuant to Section 2.3 of the Revolving Credit Agreement, the Borrower desires a [standby] [trade] Letter of Credit to be issued for the account of the undersigned in accordance with the terms and conditions of the Revolving Credit Agreement on [            , 201  ] (the “Credit Date”) in an aggregate face amount of $[        ,         ,         ].

The beneficiary of the requested Letter of Credit will be [                    ], and such Letter of Credit will be in support of [                    ] and will have a stated expiration date of [                    ].

Attached hereto for the requested Letter of Credit is either (i) the verbatim text of such proposed Letter of Credit, or (ii) a description of the proposed terms and conditions of such

Exhibit A-3

Page 2

Letter of Credit, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of such Letter of Credit, would require the Issuing Bank to make payment under such Letter of Credit.

The Borrower hereby certifies that:

(i) after issuing such Letter of Credit requested on the Credit Date (together with all other Credit Extensions requested by the Borrower on such Credit Date), (x) the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit and (y) the Total Utilization of Revolving Commitments shall not exceed the lesser of (A) the Total Commitment then in effect and (B) the Aggregate Borrowing Base then in effect;

(ii) as of the Credit Date, at the time of, and immediately after giving effect to the issuance of such Letter of Credit, the representations and warranties contained in the Revolving Credit Agreement and in the other Credit Documents are true and correct in all material respects on and as of such Credit Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects as of any such date); and

(iii) as of such Credit Date, no event has occurred and is continuing or would result from the consummation of the issuance contemplated hereby that would constitute a Default or an Event of Default.

[Signature Page Follows]

Exhibit A-3

Page 3

Your Truly,

ALLIED SPECIALTY VEHICLES, INC.

By:

Name:

Title:

EXHIBIT B-1 TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF REVOLVING LOAN NOTE

$[        ,         ,         ]

New York, New York

             , 201  

FOR VALUE RECEIVED, ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), promises to pay [NAME OF LENDER] or its registered assigns (“Payee”), on or before the Revolving Commitment Termination Date, the lesser of (a) [DOLLARS] ($[        ,         ,         ]) and (b) the unpaid principal amount of all advances made by Payee to the Borrower as Revolving Loans under the Revolving Credit Agreement referred to below.

The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

This Note is one of the “Revolving Loan Notes” referred to in the Revolving Credit Agreement and is entitled to the benefits thereof (to which reference is hereby made for a more complete statement of the terms and conditions under which the Revolving Loans evidenced hereby were made and are to be repaid) and of the other Credit Documents. This Note is secured by the Collateral Documents and is entitled to the benefits of the Guaranty.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in immediately available funds at the Principal Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Revolving Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of the obligations evidenced hereby shall have been accepted by Administrative Agent and recorded in the Register, the Borrower, each Agent and the Lenders shall be entitled to deem and treat Payee as the owner and holder of this Note and the obligations evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously

Exhibit B-1

Page 2

made hereunder and of the date to which interest hereon has been paid; provided, the failure to make, or any error in making, a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal of or interest on this Note.

This Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, in each case as provided in the Revolving Credit Agreement on or prior to the Revolving Commitment Termination Date, in whole or in part, and Revolving Loans may be converted from one Type of Revolving Loan into another Type of Revolving Loan to the extent provided in the Revolving Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Revolving Credit Agreement.

The terms of this Note are subject to amendment only in the manner provided in the Revolving Credit Agreement.

The Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, as provided in the Revolving Credit Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand, notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Signature Page Follows]

Exhibit B-1

Page 3

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:

Exhibit B-1

Page 4

TRANSACTIONS ON

REVOLVING LOAN NOTE

Borrower Date Amount of Revolving Loan Made This Date Amount of Principal Paid This Date Outstanding Principal Balance This Date Notation Made By

EXHIBIT B-2 TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF SWING LINE NOTE

$[        ,         ,         ]

             , 201  

FOR VALUE RECEIVED, ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), promises to pay to [NAME OF LENDER], as Swing Line Lender (“Payee”), on or before the Revolving Commitment Termination Date, the lesser of (a) [                    ] ($[        ]) and (b) the unpaid principal amount of all advances made by Payee to the Borrower as Swing Line Loans under the Revolving Credit Agreement referred to below.

The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of that certain Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

This Note is the “Swing Line Note” referred to in the Revolving Credit Agreement and is entitled to the benefits thereof (to which reference is hereby made for a more complete statement of the terms and conditions under which the Swing Line Loans evidenced hereby were made and are to be repaid) and of the other Credit Documents. This Note is secured by the Collateral Documents and is entitled to the benefits of the Guaranty.

All payments of principal and interest in respect of this Note shall be made in lawful money of the United States of America in immediately available funds at the Principal Office of Swing Line Lender or at such other place as shall be designated in writing for such purpose in accordance with the terms of the Revolving Credit Agreement.

This Note is subject to mandatory prepayment and to prepayment at the option of the Borrower, in each case as provided in the Revolving Credit Agreement on or prior to the Revolving Commitment Termination Date, in whole or in part.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Exhibit B-2

Page 2

Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect as provided in the Revolving Credit Agreement.

The terms of this Note are subject to amendment only in the manner as provided in the Revolving Credit Agreement.

The Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, as provided in the Revolving Credit Agreement, incurred in the collection and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand, notice of every kind and, to the full extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.

[Signature Page Follows]

Exhibit B-2

Page 3

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:

Exhibit B-2

Page 4

TRANSACTIONS ON

SWING LINE NOTE

Borrower Date Amount of Swing Line Loan Made This Date Amount of Principal Paid This Date Outstanding Principal Balance This Date Notation Made By

EXHIBIT C TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF COMPLIANCE CERTIFICATE¹

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1. I am the Chief Financial Officer of Allied Specialty Vehicles, Inc., a Delaware corporation (the “Company”).

2. I have reviewed the terms of that certain Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the COMPANY, as Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of the Company and its Restricted Subsidiaries during the accounting period covered by the attached financial statements.

3. No Default or Event of Default has occurred or is continuing during or at the end of the accounting period covered by the attached financial statements (the “Financial Statement Period”) or as of the date of this Certificate[, except as set forth in a separate attachment, if any, to this Certificate, describing in reasonable detail, the nature of the condition or event, the period during which it has existed and the action which the Company has taken, is taking, or proposes to take with respect to each such condition or event].

¹  The annex attached to this Exhibit C shall be updated as necessary to reflect any amendment, restatement, extension, supplement or other modification to the Revolving Credit Agreement. Notwithstanding the foregoing, in the event of any discrepancy between any annex attached to this Exhibit C and the corresponding terms of the Revolving Credit Agreement, the corresponding terms of the Revolving Credit Agreement shall replace such annex mutatis mutandis.

Exhibit C

Page 2

The foregoing certifications, together with the computations set forth in Annex A attached hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered as of the date hereof pursuant to Section 5.1(d) of the Revolving Credit Agreement.

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:	Chief Financial Officer

ANNEX A TO EXHIBIT C TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy] (the “Financial Statement Date”).

1.      Consolidated Adjusted EBITDA:
	(i)	(a)	Consolidated Net Income:1	$[        ,        ,        ]
		(b)	Consolidated Interest Expense:	$[        ,        ,        ]
		(c)	provisions for Tax on the overall net income of the Company and its Restricted Subsidiaries:	$[        ,        ,        ]
		(d)	total depreciation expense:	$[        ,        ,        ]
		(e)	total amortization expense:	$[        ,        ,        ]
		(f)	other non-cash items, but excluding any amortization of a prepaid cash item that was paid in a prior period; provided that if any non-cash item referred to in this clause (f) represents an accrual or reserve for a potential cash item in any future period, (x) the Company may elect not to add-back such non-cash item in the Financial Statement Period and (y) to the extent the Company elects to add-back such non-cash item, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA in such future period to such extent paid:	$[        ,        ,        ]
		(g)	management fees and expenses permitted by Section 6.5(b) of the Revolving Credit Agreement:	$[        ,        ,        ]
		(h)	Transaction Costs:	$[        ,        ,        ]
		(i)	transaction costs relating to Permitted Acquisitions and non-ordinary course Investments and dispositions permitted under the Revolving Credit Agreement, and non-recurring fees, cash charges and other cash expenses incurred in connection with the issuance of Capital Stock of the Company or non-ordinary course Indebtedness or the extinguishment of Indebtedness or redemption, retirement or acquisition of Capital Stock of the Company, in each case to the extent permitted under the Revolving Credit Agreement and in an aggregate amount for all add-backs pursuant to this clause (i) not to exceed $2,500,000 in any Fiscal Year:	$[        ,        ,        ]

¹  See item 4 below.

Annex A to Exhibit C

Page 2

	(j)	Restructuring Charges in an aggregate amount not to exceed 10% of Consolidated Adjusted EBITDA for the Financial Statement Period (calculated prior to giving effect to this clause (j)):	$[        ,        ,        ]
	(k)	cash expenses or losses incurred by the Company or any of its Restricted Subsidiaries to the extent insurance proceeds with respect thereto have been received by the Company or such Restricted Subsidiary in cash and were not included in determining Consolidated Net Income:	$[        ,        ,        ]
	(l)	cash expenses or losses incurred by the Company or any of its Restricted Subsidiaries to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition or a sale, disposition or other transaction permitted under the Revolving Credit Agreement and such indemnification proceeds have been received by the Company or such Restricted Subsidiary in cash and were not included in determining Consolidated Net Income:	$[        ,        ,        ]
	(m)	without duplication, for those fiscal periods completed prior to the Closing Date, all adjustments to “EBITDA” for such period used to calculate “Pro Forma Adjusted EBITDA” for such period as disclosed in the offering memorandum dated October 16, 2013 distributed in connection with the initial offer and sale of the Secured Notes under the section thereof titled “Offering Memorandum Summary—Summary Historical and Unaudited Pro Forma Consolidated Financial and Other Data”:2	$[        ,        ,        ]
(ii)	non-cash items increasing Consolidated Net Income for the Financial Statement Period (excluding any such non-cash item to the extent it represents the accrual of revenue or the reversal of reserves taken in any prior period for a potential cash item that was not previously added back in the calculation of Consolidated Adjusted EBITDA during a prior period):		$[        ,        ,        ]
(iii)	Consolidated Adjusted EBITDA [Item 1(i) – Item 1(ii)]:		$[        ,        ,        ]

²  In the case of clauses (i)(b) through (m) above, such items (x) shall only be added to the extent included or deducted in determining Consolidated Net Income for the Financial Statement Period and (y) shall not be added back to the extent applicable to Persons whose income (or losses) are not included in Consolidated Net Income pursuant to clause (ii) of the definition thereof in the Revolving Credit Agreement.

Annex A to Exhibit C

Page 3

2.      Consolidated Cash Interest Expense:
	(i)	Consolidated Interest Expense:		$[        ,        ,        ]
	(ii)	Consolidated Interest Expense not payable in cash:		$[        ,        ,        ]
	(iii)	Consolidated Cash Interest Expense [Item 2(i) – Item 2(ii)]:		$[        ,        ,        ]
3.      Consolidated Fixed Charges:
	(i)	Consolidated Cash Interest Expense (including, for this purpose, any cash interest expense in respect of Indebtedness of another Person that is guaranteed by the Company or any of its Restricted Subsidiaries):		$[        ,        ,        ]
	(ii)	scheduled payments of principal on Indebtedness:		$[        ,        ,        ]
	(iii)	Consolidated Fixed Charges [Item 3(i) + Item 3(ii)]:		$[        ,        ,        ]
4.      Consolidated Net Income:
	(i)	the net income (or loss) of the Company and its Restricted Subsidiaries on a consolidated basis for the Financial Statement Period taken as a single accounting period determined in conformity with GAAP:		$[        ,        ,        ]
	(ii)	(a)	the income (or loss) of any Person (other than a Restricted Subsidiary of the Company but including an Unrestricted Subsidiary) in which any other Person (other than the Company or any of its Restricted Subsidiaries) has an interest, except to the extent of the amount of cash dividends or other cash distributions actually paid to the Company or any of its Restricted Subsidiaries by such Person in respect of such income during the Financial Statement Period (or, in the case of a loss, the amount of such loss to the extent such loss has been funded with cash by the Company or any of its Restricted Subsidiaries during the Financial Statement Period):	$[        ,        ,        ]
		(b)	the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Company or is merged into or consolidated

Annex A to Exhibit C

Page 4

			with the Company or any of its Restricted Subsidiaries or that Person’s assets are acquired by the Company or any of its Restricted Subsidiaries (except to the extent required for any calculation of Consolidated Adjusted EBITDA on a pro forma basis in accordance with Section 1.3 of the Revolving Credit Agreement):	$[        ,        ,        ]
		(c)	any after-tax gains or losses attributable to Asset Sales, insurance or condemnation payments or returned surplus assets of any Pension Plan:	$[        ,        ,        ]
		(d)	the effects of adjustments (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue, earn-out obligations and debt line items thereof) resulting from the application of purchase accounting:	$[        ,        ,        ]
		(e)	any income (or loss) from the early extinguishment or conversion of Indebtedness:	$[        ,        ,        ]
		(f)	any net unrealized gain or loss (after any offset) resulting from obligations under any Hedging Agreements or other derivative instruments and the application of ASC 815:	$[        ,        ,        ]
		(g)	to the extent not included in clauses (ii)(a) through (f) above, any net extraordinary gains or net extraordinary losses:	$[        ,        ,        ]
	(iii)	Consolidated Net Income [Item 4(i) – Item 4(ii)]:		$[        ,        ,        ]
5.      Fixed Charge Coverage Ratio: [(i) - (ii) - (iii)]/(iv) =
	(i)	Consolidated Adjusted EBITDA for the four-Fiscal Quarter period then ending:		$[        ,        ,        ]
	(ii)	Consolidated Capital Expenditures:3		$[        ,        ,        ]

³  Excluding, without duplication, the Acquisition and any other Consolidated Capital Expenditures, to the extent financed with any equity proceeds, Capital Stock, or Indebtedness (other than with proceeds of Revolving Loans and Swing Line Loans).

Annex A to Exhibit C

Page 5

(iv)	aggregate amount of Taxes on the overall net income of the Company and its Restricted Subsidiaries and actually paid in cash during such four-Fiscal Quarter period:	$[        ,        ,        ]
(iv)	Consolidated Fixed Charges for such four-Fiscal Quarter period:	$[        ,        ,        ]
(v)	Fixed Charge Coverage Ratio [(Item 5(i) – Item 5(ii) – Item 5(iii)) / Item 5(iv)]:	.    :1.00
	Relevant four-Fiscal Quarter period:	1.00:1.00

EXHIBIT D TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of such [Assignees][and Assignors] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Revolving Credit Agreement identified below (as it may be amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Revolving Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the][each] Assignee, and [the][each] Assignee hereby irrevocably purchases and assumes from [the][each] Assignor, subject to and in accordance with the Standard Terms and Conditions and the Revolving Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, the interest in and to all of [the][each] Assignor’s rights and obligations under the Revolving Credit Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the [respective] Assignor’s outstanding rights and obligations under the Total Commitment identified below (including Letters of Credit and Swing Line Loans) ([the][each, an] “Assigned Interest”). [Each][Such] sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and the Revolving Credit Agreement, without representation or warranty by [the][any] Assignor.

1.	Assignor:
2.	Assignee:
3.	Borrower:	Allied Specialty Vehicles, Inc.
4.	Administrative Agent:	Deutsche Bank AG New York Branch, as the administrative agent under the Revolving Credit Agreement.

Exhibit D

Page 2

5.	Revolving Credit Agreement:	The Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), by and among the Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.
6.	Assigned Interest:

Assignor	Assignee	Aggregate Amount of Commitment/ Revolving Loans for all Lenders	Amount of Commitment/ Revolving Loans Assigned	Percentage Assigned of Commitment/ Revolving Loans
		$	$		%
		$	$		%
		$	$		%

Effective Date:             , 201   [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

7. Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:

Exhibit D

Page 3

Wire Instructions: Wire Instructions:

[Signature Pages Follow]

Exhibit D

Page 4

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

Exhibit D

Page 5

[Consented to and] Accepted:
DEUTSCHE BANK AG NEW YORK BRANCH, as
Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
[Consented to:
ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:	]1

1 Insert as provided in Section 10.6(c)(ii) of the Revolving Credit Agreement.

ANNEX 1 TO EXHIBIT D TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT

AND ASSUMPTION AGREEMENT

1. Representations and Warranties.

1.1 [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][its] Assigned Interest, (ii) [the][its] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Revolving Credit Agreement, any other Credit Document or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by the Borrower or any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2 Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Revolving Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Revolving Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Revolving Credit Agreement and the other Credit Documents as a Lender thereunder and, to the extent of [the][its] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Revolving Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest on the basis of which it has made such analysis and decision, and (v) if it is a Non US Lender, attached to this Assignment is any tax documentation required to be delivered by it pursuant to the terms of the Revolving Credit Agreement, duly completed and executed by the Assignee; (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][each] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at that time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender; and (c) appoints and authorizes each of the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to or otherwise conferred upon the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][each] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][each] Assignee for amounts which have accrued from and after the Effective Date.

Annex 1 to Exhibit D

Page 2

3. Effect of Assignment. Upon the delivery of a fully executed original hereof to the Administrative Agent, as of the Effective Date, (i) [the][each] Assignee shall be a “Lender” under the Revolving Credit Agreement and, to the extent provided in this Assignment, have the rights and obligations of a Lender thereunder and under the other Credit Documents and (ii) [the][each] Assignor shall, to the extent provided in this Assignment, relinquish its rights (other than any rights which survive the termination of the Revolving Credit Agreements under Section 10.8 of the Revolving Credit Agreement) and be released from its obligations under the Revolving Credit Agreement and the other Credit Documents.

4. General Provisions. This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment. This Assignment shall be governed by, and construed in accordance with, the law of the State of New York.

EXHIBIT E TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF CERTIFICATE RE: NON-BANK STATUS

Reference is hereby made to the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Company”), as Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent. Pursuant to Section 2.19(d) of the Revolving Credit Agreement, the undersigned hereby certifies that:

(A) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,

(B) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”),

(C) it is not a “10 percent shareholder” of the Company, within the meaning of Section 881(c)(3)(B) of the Code, and

(D) it is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code.

The undersigned shall promptly notify the Company and the Administrative Agent in writing if any of the representations and warranties made herein are no longer true and correct.

[NAME OF FINANCIAL INSTITUTION]
By:
	Name:
	Title:

Date:             , 201  

EXHIBIT F-1 TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF CLOSING DATE CERTIFICATE

[            ], 2013

The undersigned, being the [chairman/chief executive officer/president/vice president/chief financial officer] of ALLIED SPECIALTY VEHICLES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies on behalf of the Company (and not in his or her individual capacity) as follows:

1. This certificate is delivered pursuant to Sections 3.1(n) and 3.1(p) of the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Company, as Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

2. I have reviewed the terms of the Revolving Credit Agreement and the definitions and provisions contained in the Revolving Credit Agreement, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

3. Based upon my review and examination described in paragraph (2) above, I certify, as the [chairman/chief executive officer/president/vice president/chief financial officer] of the Company and not in my personal capacity, that:

(i) as of the Closing Date, and immediately after giving effect to the Credit Extensions made on the date hereof, the representations and warranties contained in the Revolving Credit Agreement and each of the other Credit Documents are true, correct and complete in all material respects on and as of the Closing Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects as of any such date); and

(ii) as of the Closing Date, no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute a Default or an Event of Default.

Exhibit F-1

Page 2

4. The conditions set forth in Sections 3.1(d), 3.1(e) and 3.1(h) of the Revolving Credit Agreement have been satisfied.

5. Attached as Annex A hereto are true and correct copies all Shareholders’ Agreements required to be delivered to the Administrative Agent pursuant to Section 3.1(n)(i) of the Revolving Credit Agreement.

6. Attached as Annex B hereto are true and correct copies all Management Agreements of the Company and its Subsidiaries required to be delivered to the Administrative Agent pursuant to Section 3.1(n)(ii) of the Revolving Credit Agreement.

[Signature Page Follows]

Exhibit F-1

Page 3

The foregoing certifications are made and delivered as of the date first written above.

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:

EXHIBIT F-2 TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF SOLVENCY CERTIFICATE

To the Administrative Agent and each of the Lenders

party to the Revolving Credit Agreement referred to below:

I, the Chief Financial Officer of ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Company”), do hereby certify on behalf of the Company, solely in my capacity as the Chief Financial Officer of the Company and not in my individual capacity, that:

1. This Certificate is furnished to the Administrative Agent and the Lenders pursuant to Section 3.1(m) of the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), by and among the Company, as Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent. Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Revolving Credit Agreement.

2. In my role as the Chief Financial Officer of the Company, I have reviewed the terms of the Revolving Credit Agreement and each of the other Credit Documents (together with the definitions contained therein or otherwise applicable thereto), the Historical Financial Statements, Projections and pro forma financial statements of the Company and its Subsidiaries delivered to the Agents pursuant to the Revolving Credit Agreement on or prior to the Closing Date and the Secured Notes Documents, and it is my good faith belief that I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein (including, without limitation, making such inquiries of such other officers of the Company and/or its Subsidiaries who have responsibility for financial and accounting matters as I have deemed appropriate for purposes of the opinion).

3. Based upon my review and examination described in paragraph (2) above, after giving effect to the consummation of the Transactions on the date hereof (including the incurrence of Indebtedness on the date hereof under the Revolving Credit and Guaranty Agreement and the Secured Notes):

(a) the sum of the assets, at a fair valuation, of the Borrower and its Restricted Subsidiaries, taken as a whole, will exceed their respective debts (including contingent liabilities);

Exhibit F-2

Page 2

(b) the sum of the debt (including contingent liabilities) of the Company and its Restricted Subsidiaries, taken as a whole, does not exceed the present fair saleable value of their respective assets;

(c) the capital of the Company and its Restricted Subsidiaries, taken as a whole, is not unreasonably small in relation to their respective business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and

(d) the Company and its Restricted Subsidiaries, taken as a whole, has not incurred and does not intend to incur, or believe (or should reasonably believe) that the Company and its Restricted Subsidiaries, taken as a whole, will incur, debts beyond their ability to pay such debts as they become due (whether at maturity or otherwise).

For purposes of this paragraph (3), the amount of any contingent liability at any time is 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.

4. None of the Company or any of its Restricted Subsidiaries intend, in consummating the Transactions on the date hereof, to delay, hinder, or defraud either present or future creditors.

[Signature Page Follows]

Exhibit F-2

Page 3

The foregoing certifications are made and delivered as of the date first set forth above.

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:	Chief Financial Officer

EXHIBIT G TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF COUNTERPART AGREEMENT

This COUNTERPART AGREEMENT, dated as of             , 201   (this “Counterpart Agreement”) is delivered pursuant to that certain Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Company”), as Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

Section 1. Pursuant to Section 5.10 of the Revolving Credit Agreement, the undersigned hereby:

(a) agrees that this Counterpart Agreement may be attached to the Revolving Credit Agreement and that by the execution and delivery hereof, the undersigned becomes a Guarantor Subsidiary under the Revolving Credit Agreement and agrees to be bound by all of the terms thereof;

(b) represents and warrants that each of the representations and warranties set forth in the Revolving Credit Agreement and each other Credit Document and applicable to the undersigned is true and correct in all material respects, both before and after giving effect to this Counterpart Agreement on the date hereof, except to the extent that any such representation and warranty relates solely to any earlier date, in which case such representation and warranty is true and correct in all material respects as of such earlier date (it being understood and agreed that any representation or warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects as of any such date);

(c) represents and warrants that no event has occurred or is continuing as of the date hereof, or will result from the transactions contemplated hereby on the date hereof, that would constitute a Default or an Event of Default;

(d) agrees, on a joint and several basis with the other Guarantor Subsidiaries, to irrevocably and unconditionally guaranty the due and punctual payment in full of, and the due performance and compliance with, all of the Guaranteed Obligations, in each case when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) and in accordance with Section 7 of the Revolving Credit Agreement;

Exhibit G

Page 2

(e) (i) agrees that this Counterpart Agreement may be attached to the Pledge and Security Agreement, (ii) agrees that the undersigned will comply with all the terms and conditions of the Pledge and Security Agreement as if it were an original signatory thereto, (iii) grants to the Revolving Secured Parties (as such term is defined in the Pledge and Security Agreement) a security interest in all of the undersigned’s right, title and interest in and to all “Collateral” (as such term is defined in the Pledge and Security Agreement) of the undersigned, in each case whether now or hereafter existing or in which the undersigned now has or hereafter acquires an interest and wherever the same may be located and (iv) delivers to Collateral Agent supplements to all schedules attached to the Pledge and Security Agreement. All such Collateral shall be deemed to be part of the “Collateral” and hereafter subject to each of the terms and conditions of the Pledge and Security Agreement; and

(f) (i) agrees that simultaneously with the execution of this Counterpart Agreement, it is executing and delivering a joinder agreement to the Intercreditor Agreement and (ii) agrees that the undersigned will comply with all the terms and conditions of the Intercreditor Agreement as if it were an original signatory thereto.

Section 2. The undersigned agrees from time to time, upon request of Administrative Agent, to take such additional actions and to execute and deliver such additional documents and instruments as Administrative Agent may reasonably request to effect the transactions contemplated by, and to carry out the intent of, this Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the party (including, if applicable, any party required to evidence its consent to or acceptance of this Counterpart Agreement) against whom enforcement of such change, waiver, discharge or termination is sought. Any notice or other communication herein required or permitted to be given shall be given pursuant to Section 10.1 of the Revolving Credit Agreement, and all for purposes thereof, the notice address of the undersigned shall be the address as set forth on the signature page hereof. In case any provision in or obligation under this Counterpart Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

THIS COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[Signature Pages Follow]

Exhibit G

Page 3

IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement to be duly executed and delivered by its duly authorized officer as of the date above first written.

[NAME OF SUBSIDIARY]
By:
	Name:
	Title:

Address for Notices:
	Attention: Telecopier

ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT H TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF LANDLORD WAIVER AND CONSENT AGREEMENT

LANDLORD’S WAIVER AND CONSENT

This LANDLORD WAIVER AND CONSENT (this “Agreement”) is dated as of             , 20[    ], and entered into by                      (“Landlord”), to and for the benefit of DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent and collateral agent under the Revolving Credit Agreement (as defined below) (in such capacity, the “Agent”).

RECITALS

WHEREAS, Landlord is the owner of that certain property located at                      the (“Premises”), has entered or intends to enter into a lease transaction (the “Lease”) with                      (the “Company”) pursuant to which the Company has or will acquire a leasehold interest in all or a portion of the Premises; and

WHEREAS, the Company has entered into or intends to enter into a Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), by and among [the Company] [Allied Specialty Vehicles, Inc., a Delaware corporation (the “Borrower”)], as borrower, certain other subsidiaries of [the Borrower (including the Company)] [the Company] party thereto from time to time, as guarantor subsidiaries (collectively, and together with [the Borrower] [the Company], individually, each, an “Obligor,” and collectively, the “Obligors”), the lenders party thereto from time to time (individually, each an “Obligee,” and collectively, the “Obligees”), Deutsche Bank Securities Inc. (“DBSI”) and Ally Commercial Finance LLC (“Ally”), as joint lead arrangers, DBSI, Ally and RBS Citizens, National Association (“RBS”), as joint book running managers, Ally, as syndication agent, RBS, as documentation agent, the Agent, as administrative agent and collateral agent, and certain other financial institutions from time to time party thereto as agents, pursuant to which the Company has executed or intends to execute a security agreement and other collateral documents, pursuant to which each Obligor has granted or intends to grant to the Agent for its benefit, and for the ratable benefit of the Obligees, a security interest and lien in certain real property and tangible and intangible personal property of such Obligor, including, without limitation, accounts, goods, inventory, machinery, fixtures and equipment, together with all additions, substitutions, replacements and improvements to, and the products and proceeds of the foregoing (collectively, the “Collateral”);

WHEREAS, all or a portion of the Collateral may from time to time be located at the Premises or may become wholly or partially affixed to the Premises; and

WHEREAS, the Agent has requested that Landlord execute this Agreement as a condition to the financing arrangements under the Revolving Credit Agreement;

Exhibit H

Page 2

NOW THEREFORE, in consideration of any financial accommodation extended by the Agent and the Obligees to the Obligors at any time, and other good and valuable consideration the receipt and sufficiency of which Landlord hereby acknowledges, Landlord hereby agrees as follows:

SECTION 1. A description of the Lease and any amendments and modifications thereto is attached hereto as Exhibit A. The Lease has not been amended, restated, amended and restated, supplemented or otherwise modified except as set forth on Exhibit A annexed hereto and is in full force and effect as of the date hereof. Landlord certifies that (a) Landlord is the landlord under the Lease, (b) to the knowledge of Landlord, there is no defense, offset, claim or counterclaim by or in favor of Landlord against Tenant under the Lease or against the obligations of Landlord under the Lease, (c) no notice of default has been given under or in connection with the Lease which has not been cured, and Landlord has no knowledge of the occurrence of any existing default under or in connection with the Lease and (d) except as disclosed to the Agent, no portion of the Premises is encumbered in any way by any deed of trust or mortgage lien or ground or superior lease.

SECTION 2. The Collateral may be stored, utilized and/or installed at the Premises and shall not be deemed a fixture or part of the real estate but shall at all times be considered personal property, whether or not any of the Collateral becomes so related to the real estate that an interest therein arises under real estate law. Landlord acknowledges the Agent shall have the right to file and record Uniform Commercial Code financing statements against the Collateral.

SECTION 3. Until such time as the obligations of the Obligors to the Agent and the Obligees are paid in full, Landlord disclaims any interest in the Collateral, whether created by statute, contract (including the Lease) or by common law, agrees not to distrain or levy upon any of the Collateral or to assert any claim, lien or demand against the Collateral for any reason and agrees that any rights it may have in or to the Collateral, no matter how arising (to the extent not otherwise effectively waived pursuant to this paragraph), shall be subordinate to the rights of the Agent in respect thereof.

SECTION 4. The Agent, any Obligee or their respective representatives may enter upon the Premises at any reasonable time during normal business hours to inspect or remove the Collateral, and may advertise and conduct public auctions or private sales of the Collateral at the Premises, in each case without liability of the Agent or such Obligee to Landlord; provided however, that the Agent or such Obligee, as applicable, shall promptly repair, at their expense, any physical damage (other than ordinary wear and tear) to the Premises actually caused by said removal by the Agent or such Obligee. The Agent and the Obligees shall not be liable for any diminution in value of the Premises caused by the absence of Collateral actually removed or by any necessity of replacing the Collateral.

SECTION 5. Landlord shall not interfere with any sale of the Collateral, by public auction or otherwise, conducted by or on behalf of the Agent or the Obligees on the Premises.

SECTION 6. Landlord agrees to provide the Agent with written notice of any default or claimed default by the Company under the Lease, and prior to the termination of the Lease, to permit the Agent and the Obligees the same opportunity to cure or cause to be cured such default as is granted to the Company under the Lease; provided, however that the Agent and the Obligees shall have at least 30 days following receipt of said notice to cure such default;

Exhibit H

Page 3

provided, further that if a non-monetary default cannot reasonably be cured by the Agent within such 30 day period, the Agent shall have such additional period of time as shall be reasonably necessary to cure such non-monetary default so long as the Agent commence such curative measures within such 30 day period and thereafter proceed diligently to complete such curative measures. Landlord will permit the Agent and the Obligees to remain on the Premises for a period of up to 120 days following receipt by the Agent of written notice from Landlord that Landlord is or intends to be in possession and control of the Premises, or the Lease has expired or been terminated, during such time the Agent shall have the right, but not the obligation, to enter the Premises to sell the Collateral (at public or private sale) or cause the Collateral to be removed from the Premises, subject, however, to the payment to Landlord by the Agent and/or the Obligees of the basic rent due under the Lease for the period of occupancy by such Agent and such Obligees, pro-rated on per diem basis determined on a 30 day month. The Agent’s and the Obligees’ right to occupy the Premises under the preceding sentence shall be extended for the time period such Agent and such Obligee are prohibited from selling the Collateral due to the imposition of the automatic stay by the filing of bankruptcy proceedings by or against any Obligor. The Agent and the Obligees shall not assume nor be liable for any unperformed or unpaid obligations of the Company under the Lease.

SECTION 7. Landlord shall send to the Agent a copy of any notice received by Landlord of a breach or default under any other lease, mortgage, deed of trust, security agreement or other instrument to which Landlord is a party which may affect Landlord’s rights in, or possession of, the Premises.

SECTION 8. This Agreement shall inure to the benefit of the Agent, the Obligees and their respective successors and assigns and shall be binding upon Landlord, its heirs, assigns, representatives and successors. Landlord will disclose the terms and provisions of this Agreement to any purchaser or successor to Landlord’s interest in the Premises.

SECTION 9. All notices to the Agent hereunder shall be in writing, sent by certified mail or by overnight delivery service, and shall be addressed to such Agent at the following address: 60 Wall Street, New York, New York 10005, Attention: [                    ].

SECTION 10. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed in accordance with, the laws of the State of New York.

SECTION 11. The provisions of this agreement shall continue in effect until Landlord shall have received the written certification from the Agent that all amounts advanced under the Revolving Credit Agreement have been paid in full.

SECTION 12. The Agent may, without in any way affecting or limiting this Agreement, and without notice to Landlord, amend, restate, amend and restate, supplement, or otherwise modify from time to time, the Revolving Credit Agreement.

SECTION 13. Delivery of an executed signature page of this Agreement by facsimile, PDF or other electronic transmission will be effective as delivery of a manually executed signature page.

Exhibit H

Page 4

[Signature Pages Follow]

Exhibit H

Page 5

Dated this      day of         , 20    .

LANDLORD:

[                                         ]

By:

Name:

Title:

[Signature Page to ASV Landlord Waiver]

Exhibit H

Page 6

AGENT:
DEUTSCHE BANK AG NEW YORK
BRANCH, as Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

[Signature Page to ASV Landlord Waiver]

Exhibit H

Page 7

EXHIBIT A

[DESCRIPTION OF LEASE]

EXHIBIT I TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF BORROWING BASE CERTIFICATE

The undersigned hereby certifies that:

(1) I am the duly elected chief financial officer of Allied Specialty Vehicles, Inc., a Delaware corporation (the “Company”).

(2) In accordance with Section 5.1(l) of that certain Revolving Credit and Guaranty Agreement, dated as of October 21, 2013, as amended, restated, amended and restated, supplemented or otherwise modified from time to time to the date hereof (said Revolving Credit and Guaranty Agreement, as so amended, restated, amended and restated supplemented or otherwise modified, being the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Company, as Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, attached hereto as Annex 1 is a true and accurate calculation in all material respects of the Aggregate Borrowing Base as of             , 20    , determined in accordance with the requirements of the Revolving Credit Agreement.

IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly executed as of             , 201  .

By:

Name:

Title:

EXHIBIT J TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF INCREMENTAL COMMITMENT AGREEMENT

[Name(s) of Lender(s)]

[Date]

ALLIED SPECIALTY VEHICLES, INC.

[ADDRESS]

Re: Incremental Commitments

Ladies and Gentlemen:

Reference is made to the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

Each Lender (each an “Incremental Lender”) party to this letter agreement (this “Agreement”) hereby severally agrees to provide the Incremental Commitment set forth opposite its name on Annex I attached hereto (for each such Incremental Lender, its “Incremental Commitment”). Each Incremental Commitment provided pursuant to this Agreement shall be subject to all of the terms and conditions set forth in the Revolving Credit Agreement, including, without limitation, Sections 2.1 and 2.23 thereof.

Each Incremental Lender, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined), the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrower and the Administrative Agent, all of which fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement.

Exhibit J

Page 2

Furthermore, each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement.

Each Incremental Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder, (i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit 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 Agreement and to become a Lender under the Revolving Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent 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 the Revolving Credit Agreement and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate Re: Non-Bank Status referred to in Section 2.19(d)(ii) of the Revolving Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents.

Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents.

The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty.

Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made

Exhibit J

Page 3

pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement.

Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail).

[Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.]

[Attached hereto as Annex IV are true and correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.]

You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on              ,        . If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled.

After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 10.5 of the Revolving Credit Agreement.

In the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control.

*        *        *

Exhibit J

Page 4

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Very truly yours,
[NAME OF EACH INCREMENTAL LENDER]
By
	Name:
	Title

Agreed and Accepted
this      day of         ,201  :
ALLIED SPECIALTY VEHICLES, INC.,         as Borrower
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK BRANCH,         as Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit J

Page 5

[NAME OF EACH ISSUING BANK],
as [an] [the] Issuing Bank
By:
	Name:
	Title:
[NAME OF SWING LINE LENDER], as Swing Line Lender
By:
	Name:
	Title:

Exhibit J

Page 6

Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto.

[EACH GUARANTOR SUBSIDIARY], as a
Guarantor Subsidiary
By:
	Name:
	Title:

ANNEX I TO EXHIBIT J TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT

Dated as of             , 201  

1. Name of the Borrower: Allied Specialty Vehicles, Inc.

2. Incremental Commitment amounts (as of the Agreement Effective Date):

Names of Incremental Lenders	Amount of Incremental Commitment
Total:

3. Applicable Commitment Fee Percentage:

4. Applicable Margin:

5. Other Conditions Precedent:

ANNEX II TO EXHIBIT J TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

FORM OF OFFICER’S CERTIFICATE

[            , 201  ]

The undersigned, being the Chief Financial Officer of ALLIED SPECIALTY VEHICLES, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies on behalf of the Company (and not in his or her individual capacity) as follows:

1. Reference is made to the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Company, as Borrower, CERTAIN SUBSIDIARIES OF THE COMPANY party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent.

2. I have reviewed the terms of the Revolving Credit Agreement and the definitions and provisions contained in the Revolving Credit Agreement, and in my opinion I have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

3. Based upon my review and examination described in paragraph (2) above, I certify, as the Chief Financial Officer of the Company and not in my personal capacity, that:

(i) as of the date hereof, the representations and warranties contained in the Revolving Credit Agreement and each of the other Credit Documents are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true, correct and complete in all material respects on and as of such earlier date (it being understood and agreed that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct in all respects as of any such date); and

(ii) as of the date hereof, no event has occurred and is continuing or would result from the Incremental Commitment[s] contemplated hereby that would constitute a Default or an Event of Default.

4. To the extent applicable, attached hereto as Schedule I are the calculations required by paragraph (3) above.

[Signature Page Follows]

The foregoing certifications are made and delivered as of the date first written above.

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:	Chief Financial Officer

ANNEX III TO EXHIBIT J TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

Legal Opinion[s] for Incremental Commitment[s] Request

EXHIBIT K TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT is dated as of October 21, 2013, and entered into by and between DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), in its capacity as collateral agent under the Revolving Loan Documents (as defined below), including its successors and assigns in such capacity from time to time (the “Revolving Collateral Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent under the Notes Documents (as defined below), including its successors and assigns in such capacity from time to time (the “Notes Collateral Agent”) for the Notes Claimholders (as defined below).

RECITALS

Allied Specialty Vehicles, Inc., a Delaware corporation (the “Company”), each of the Company’s Subsidiaries from time to time party thereto as guarantors (the “Revolving Guarantors”, and each individually a “Revolving Guarantor”), the lenders from time to time party thereto, the issuing banks party thereto from time to time, DBNY, as administrative agent (the “Revolving Administrative Agent”) and as Revolving Collateral Agent, and the other agents and arrangers party thereto, have entered into that certain Revolving Credit and Guaranty Agreement, dated as of the date hereof (the “Revolving Credit Agreement”), providing for a revolving credit facility;

The Company (the “Notes Issuer”), the Revolving Guarantors, as guarantors (such Sub- sidiaries, each a “Notes Guarantor”, and together, the “Notes Guarantors”) and certain other Sub- sidiaries of the Company from time to time, Wells Fargo Bank, National Association, as trustee (the “Trustee”), and the Notes Collateral Agent, have entered into that certain Indenture dated as of the date hereof (the “Indenture”), pursuant to which the Initial Notes (as defined below) were issued;

Pursuant to Section 7 of the Revolving Credit Agreement (the “Revolving Guarantees”), each Revolving Guarantor has jointly and severally guaranteed the Revolving Obligations;

The obligations of the Company under the Revolving Credit Agreement and the Revolving Guarantors under the Revolving Guarantees are to be secured (i) on a first priority basis, by Liens on the Revolving Priority Collateral of the Company and the Revolving Guarantors, and (ii) on a second priority basis, by Liens on all other Collateral of the Company and the Revolving Guarantors;

The obligations of the Notes Issuer and the Notes Guarantors under the Indenture are to be secured (i) on a first priority basis, by Liens on the Notes Priority Collateral of the Notes Issuer and the Notes Guarantors, and (ii) on a second priority basis, by Liens on all other Collateral of the Notes Issuer and the Notes Guarantors;

The Revolving Loan Documents and the Notes Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights and remedies with respect to the Collateral and certain other matters; and

EXHIBIT K

Page 2

The Revolving Collateral Agent (on behalf of itself and the other Revolving Claimholders) and the Notes Collateral Agent (on behalf of itself and the other Notes Claimholders) have agreed to the intercreditor and other provisions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. Definitions.

1.1. Defined Terms. As used in the Agreement, the following terms shall have the following meanings:

“Additional Pari Passu Obligations” means Indebtedness of the Grantors issued following the date of this Agreement (together with all obligations in respect to such Indebtedness, including all principal, premium, interest, fees, attorney’s fees, costs, charges, expenses, reimbursement obligations, indemnities, guarantees, and all other amounts payable under or secured by any Additional Pari Passu Obligations Agreement (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding at the rate provided in the relevant Additional Pari Passu Obligations Agreement, whether or not a claim for such Post-Petition Interest is allowed or allowable in any such Insolvency Proceeding)) to the extent (a) such Indebtedness is permitted by the terms of the Revolving Credit Agreement, the Indenture and each other Additional Pari Passu Obligations Agreement then in effect to be secured by Liens on the Collateral ranking pari passu with the Liens securing the Notes Obligations, (b) the Grantors have granted Liens on the Collateral to secure such Indebtedness and the obligations in respect of such Indebtedness, and (c) the Additional Pari Passu Obligations Agent, for the holders of such Indebtedness, has (x) prior to the Discharge of Secured Notes Obligations, executed a joinder agreement to the applicable Notes Collateral Documents in the form attached thereto (or other form reasonably satisfactory to the Notes Collateral Agent) agreeing on behalf of itself and such holders to (i) be bound by the terms of this Agreement applicable to them, (ii) appoint the Notes Collateral Agent to act as their collateral agent and representative hereunder and (iii) agree to be bound by the pari passu intercreditor provisions contained in the Notes Collateral Documents entered into in connection with the Indenture (which provisions are binding on the Notes Claimholders only) or (y) from and after the Discharge of Secured Notes Obligations, either complied with clause (x) above or executed a joinder agreement to this Agreement in form and substance reasonably acceptable to the Revolving Collateral Agent and the Notes Collateral Agent.

“Additional Pari Passu Obligations Agent” means the Person appointed to act as trustee, agent or representative for the holders of Additional Pari Passu Obligations pursuant to any Additional Pari Passu Obligations Agreement.

“Additional Pari Passu Obligations Agreement” means the indenture, credit agreement or other agreement under which any Additional Pari Passu Obligations are incurred.

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“Agreement” means this Intercreditor Agreement.

“Bank Product Debt” means the “Treasury Services Obligations” as such term is defined in the Revolving Security Agreement.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”.

“Bankruptcy Law” means the Bankruptcy Code and any other federal, state or foreign law for the relief of debtors.

“Business Day” means any day except Saturday, Sunday and any day which shall be in New York, New York, a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing, but excluding for the avoidance of doubt any indebtedness convertible into or exchangeable for any of the foregoing.

“Cash Collateral” has the meaning set forth in Section 6.2.

“Claimholders” means, with respect to the Revolving Obligations, all Revolving Claimholders and with respect to the Notes Obligations, all Notes Claimholders.

“Collateral” means all of the assets and property of the Company and its Subsidiaries, now existing or hereafter acquired, whether real, personal or mixed, with respect to which a Lien is granted as security for any Revolving Obligations or any Notes Obligations.

“Collateral Agent” means either of the Notes Collateral Agent or the Revolving Collateral Agent, as the context may require.

“Company” has the meaning set forth in the recitals to this Agreement.

“Credit Documents” means Revolving Loan Documents and the Notes Documents.

“DBNY” has the meaning set forth in the preamble to this Agreement.

“Default Disposition” has the meaning set forth in Section 5.1(e).

“DIP Financing” has the meaning set forth in Section 6.2(a).

“Discharge of Notes Obligations” means, except to the extent otherwise expressly provided in Section 5.5(b), the payment in full in cash of all Notes Obligations (other than inchoate or contingent indemnification obligations for which a claim or demand has not yet been

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made), including any interest, fees and other charges accruing during an Insolvency Proceeding at the rate provided for in the respective documentation (whether or not allowed or allowable as a claim during such Insolvency Proceeding), the termination or expiration of all commitments, if any, to extend credit that would (prior to such termination or expiration) constitute Notes Obligations, satisfaction and discharge of the Indenture and any Additional Pari Passu Obligations Agreement or legal or covenant defeasance of the Indenture and any Additional Pari Passu Obligations Agreement (other than obligations that expressly survive such satisfaction and discharge or legal or covenant defeasance).

“Discharge of Revolving Obligations” means, except to the extent otherwise expressly provided in Section 5.5(a):

(a) the full cash payment of the Revolving Credit Agreement Obligations, including any interest, fees and other charges accruing during an Insolvency Proceeding at the rate provided for in the respective documentation (whether or not allowed or allowable as a claim during such Insolvency Proceeding) (other than Bank Product Debt and Revolving Secured Hedging Obligations to the extent not due and payable, undrawn amounts in respect of outstanding Letters of Credit and inchoate or contingent indemnification obligations except as provided below);

(b) the termination or expiration of all commitments, if any, to extend credit that would constitute (prior to such termination or expiration) Revolving Credit Agreement Obligations;

(c) the termination, back-stopping or cash collateralization (in an amount equal to at least 105% of the aggregate undrawn amount and in the manner required by the Revolving Credit Agreement or otherwise on terms and conditions reasonably satisfactory to the Revolving Administrative Agent and the applicable Revolving Issuing Banks) of all outstanding Letters of Credit (or delivery of a standby letter of credit acceptable to (and issued by a financial institution reasonably acceptable to) the Revolving Administrative Agent and the applicable Revolving Issuing Banks in their discretion, in the amount of required cash collateral);

(d) the full cash payment of the Bank Product Debt, to the extent due and payable, including any interest, fees and other charges accruing during an Insolvency Proceeding at the rate provided for in the respective documentation (whether or not allowed or allowable as a claim in any such Insolvency Proceeding), and the termination or expiration of all commitments, if any, in respect of Bank Product Debt or, at the option of the Treasury Services Creditors, cash collateralization in an amount and pursuant to arrangements reasonably satisfactory to the applicable Treasury Services Creditors;

(e) the full cash payment of the Revolving Secured Hedging Obligations, to the extent due and payable, including any interest, fees and other charges accruing during an Insolvency Proceeding at the rate provided for in the respective documentation (whether or not allowed or allowable as a claim in any such Insolvency Proceeding) and the termination of all Revolving Secured Hedging Agreements or, at the option of the Revolving Secured Hedging Creditors, cash collateralization in an amount and pursuant to arrangements reasonably satisfactory to the Revolving Secured Hedging Creditors; and

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(f) the cash collateralization or back-stopping (or letter of credit support) for any inchoate or contingent Revolving Obligation (including indemnification obligations) not yet due and payable, but for which a claim has been asserted in writing under any Revolving Loan Documents, in each case on terms and conditions reasonably acceptable to the applicable Revolving Claimholders.

“Discharge of Secured Notes Obligations” means, except to the extent otherwise expressly provided in Section 5.5(b), the payment in full in cash of all Notes Obligations (other than any Additional Pari Passu Obligations and inchoate or contingent indemnification obligations for which a claim or demand has not yet been made), including any interest, fees and other charges accruing during an Insolvency Proceeding at the rate provided for in the respective documentation (whether or not allowed or allowable as a claim during such Insolvency Proceeding), the termination or expiration of all commitments, if any, to extend credit that would (prior to such termination or expiration) constitute Notes Obligations (other than Additional Pari Passu Obligations), satisfaction and discharge of the Indenture or legal or covenant defeasance of the Indenture (other than obligations that expressly survive such satisfaction and discharge or legal or covenant defeasance).

“Disposition” or “Dispose” means the sale, assignment, transfer, license, lease (as lessor), exchange, or other disposition (including any sale and leaseback transaction) of any Collateral.

“Enforcement Notice” means a written notice delivered by either the Revolving Collateral Agent or the Notes Collateral Agent to the other stating that a Revolving Default or a Notes Default, as applicable, has occurred and is continuing and that an Exercise of Secured Creditor Remedies has commenced or is about to be commenced with respect to the Revolving Priority Collateral or the Notes Priority Collateral, as applicable.

“Enforcement Period” means the period of time following the receipt by either the Revolving Collateral Agent or the Notes Collateral Agent of an Enforcement Notice from the other and continuing until the earliest of (a) in case of an Enforcement Period commenced by the Notes Collateral Agent, the Discharge of Notes Obligations, (b) in the case of an Enforcement Period commenced by the Revolving Collateral Agent, the Discharge of Revolving Obligations, (c) the Revolving Collateral Agent or the Notes Collateral Agent (as applicable) agreeing in writing to terminate the Enforcement Period initiated by such Person and (d) the date on which the Revolving Default or the Notes Default that was the subject of the Enforcement Notice relating to such Enforcement Period has been cured to the satisfaction of the Revolving Collateral Agent or the Notes Collateral Agent, as applicable, or waived in writing in accordance with the requirements of the applicable Credit Documents.

“Exercise any Secured Creditor Remedies” or “Exercise of Secured Creditor Remedies” means (a) the taking of any action (or joining with any other Person (other than the other Collateral Agent to the extent provided in Section 3.4(i)) in taking any action) to enforce any Lien in respect of the Collateral, including the institution of any foreclosure proceedings, the

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giving of notice of any public or private sale or other disposition pursuant to Article 8 or Article 9 of the UCC or other applicable law or any diligently pursued in good faith attempt to vacate or obtain relief from a stay or other injunction restricting any other action described in this definition, (b) the exercise of (or joining with any other Person (other than the other Collateral Agent to the extent provided in Section 3.4(i)) in exercising) any right or remedy provided to a secured creditor under the Revolving Loan Documents or the Notes Documents (including, in either case, any delivery of any notice to otherwise seek to obtain payment directly from any account debtor of any Grantor or the taking of any action or the exercise of any right or remedy in respect of the set off or recoupment against the Collateral or proceeds of Collateral), under applicable law, at equity, in an Insolvency Proceeding or otherwise, including credit bidding or otherwise the acceptance of Collateral in full or partial satisfaction of a Lien, (c) the sale, assignment, transfer, lease, license, or other Disposition of all or any portion of the Collateral, by private or public sale or any other means, (d) the solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time, (e) the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third parties for the purposes of valuing, marketing, or Disposing of, all or a material portion of the Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time, (f) the exercise of any other enforcement right relating to the Collateral (including the exercise of any voting rights relating to any Capital Stock composing a portion of the Collateral or seeking relief from the automatic stay) whether under the Revolving Loan Documents, the Notes Documents, under applicable law of any jurisdiction, in equity, in an Insolvency Proceeding, or otherwise, or (g) the pursuit of Default Dispositions relative to all or a material portion of the Collateral to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially reasonable time; it being acknowledged and agreed that none of the following will constitute an Exercise of Secured Creditor Remedies for purposes of this Agreement: (i) the exercise of cash dominion by the Revolving Collateral Agent over the Deposit Accounts of any Grantor that constitute Revolving Priority Collateral and application of funds in connection therewith against the Revolving Obligations pursuant to the provisions of the Revolving Loan Documents, (ii) the imposition of a default rate or late fee, (iii) the collection and application of monies deposited from time to time in any Notes Priority Account, to the extent constituting Notes Priority Collateral, against the Notes Obligations pursuant to the provisions of the Notes Documents, (iv) the filing of a proof of claim in any Insolvency Proceeding, (v) the consent by the Revolving Collateral Agent to Disposition by any Grantor of any of the Revolving Priority Collateral, (vi) the consent of the Notes Collateral Agent to Disposition by any Grantor of any Notes Priority Collateral and (x) the acceleration of the Notes Obligations or the Revolving Obligations.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means the government of the United States of America or any other nation, any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.

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“Grantors” means the Company, the Revolving Guarantors, the Notes Issuer, the Notes Guarantors, and each other Person that may from time to time execute and deliver a Revolving Collateral Document or a Notes Collateral Document as a “debtor,” “grantor,” or “pledgor” (or the equivalent thereof).

“Indebtedness” means and includes all Obligations that constitute “Indebtedness” within the meaning of the Revolving Credit Agreement or the Indenture, as applicable.

“Indenture” has the meaning set forth in the recitals to this Agreement.

“Initial Notes” has the meaning set forth in the definition of “Notes”.

“Insolvency Proceeding” means:

(a) any voluntary or involuntary petition, case or proceeding under any Bankruptcy Law with respect to any Grantor;

(b) any other voluntary or involuntary insolvency or bankruptcy petition, case or proceeding, or any similar petition, case or proceeding (including receiverships, liquidations, reorganizations or recapitalizations) with respect to any Grantor or with respect to a material portion of its assets or the claims of its creditors;

(c) the admission in writing by any Grantor of its inability to pay its debts generally as they become due;

(d) any liquidation, dissolution, or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(e) any assignment for the benefit of creditors or any other marshaling of assets and liabilities for creditors of any Grantor or other similar arrangement in respect of such Grantor’s creditors generally.

“Issue Date” means the date on which the Initial Notes are initially issued.

“Intercreditor Agreement Acknowledgement” means the acknowledgement agreement substantially in the form of Exhibit A hereto.

“Letters of Credit” means the “Letters of Credit,” as that term is defined in the Revolving Credit Agreement.

“Lien” means any lien (statutory or otherwise), mortgage, pledge, assignment, security interest, hypothecation, charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust, or other preferential arrangement having the practical effect of any of the foregoing.

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“Mortgage” means each mortgage, deed of trust or deed to secure debt pursuant to which a Grantor grants to (a) the Revolving Collateral Agent, for the benefit of the Revolving Claimholders, Liens upon the real estate Collateral owned or leased by such Grantor, as security for the Revolving Obligations or (b) the Notes Collateral Agent, for the benefit of the Notes Claimholders, Liens upon the real estate Collateral owned or leased by such Grantor, as security for the Notes Obligations.

“Non-Conforming Plan of Reorganization” means any Plan of Reorganization whose provisions are inconsistent with, or in contravention of, the provisions of this Agreement, including any Plan of Reorganization that purports to re-order (whether by subordination, invalidation, or otherwise) or otherwise disregard, in whole or part, the provisions of Section 2 (including the Lien priorities of Section 2.1), the provisions of Section 4, or the provisions of Section 6.

“Notes” means (a) the initial $200,000,000 in aggregate principal amount of 8.5% Senior Secured Notes due 2019 issued by the Notes Issuer pursuant to the Indenture (the “Initial Notes”) and (b) any additional notes issued under the Indenture by the Notes Issuer, to the extent permitted by the Indenture and the Revolving Credit Agreement.

“Notes Claimholders” means (i) so long as the Notes are outstanding, the Trustee and the holders of the Notes (including any additional Notes subsequently issued under and in compliance with the terms of the Indenture), (ii) the Notes Collateral Agent and (iii) the holders from time to time of any other Notes Obligations outstanding at such time.

“Notes Collateral” means any and all assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Notes Obligations.

“Notes Collateral Agent” (i) prior to the Discharge of Secured Notes Obligations, has the meaning set forth in the preamble to this Agreement and (ii) from and after the Discharge of Secured Notes Obligations, means the Additional Pari Passu Obligations Agent designated in writing by the holders of a majority of the then outstanding principal amount of the Additional Pari Passu Obligations to act as Notes Collateral Agent hereunder and such Additional Pari Passu Obligations Agent shall have become a party to this Agreement and the other applicable Notes Collateral Documents.

“Notes Collateral Documents” means the Notes Security Agreement, the Mortgages and any other agreement pursuant to which a Lien is granted securing (or purporting to secure) any Notes Obligations or under which rights or remedies with respect to such Liens are governed.

“Notes Default” means any “Event of Default,” as such term is defined in the Indenture, or in any Additional Pari Passu Obligations Agreement or any event of default under any other Notes Document.

“Notes Documents” means the Indenture, the Notes, the Notes Collateral Documents, each Additional Pari Passu Obligations Agreement, and each of the other

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agreements, documents and instruments executed pursuant thereto, and any other document or instrument executed or delivered at any time in connection with any Notes Obligations, including any intercreditor or joinder agreement among holders of Notes Obligations to the extent such are effective at the relevant time.

“Notes Guarantor” has the meaning set forth in the recitals to this Agreement.

“Notes Issuer” has the meaning set forth in the recitals to this Agreement.

“Notes Obligations” means the “Secured Obligations” as that term is defined in the Notes Security Agreement and all other obligations, indebtedness, liabilities and other amounts owing, due, or secured under the terms of the Indenture, the Notes, any Additional Pari Passu Obligations Agreement or any other Notes Document, whether now existing or arising hereafter, including all principal, premium, interest, fees, attorney’s fees, costs, charges, expenses, reimbursement obligations, indemnities, guarantees, and all other amounts payable under or secured by any Notes Document (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding at the rate provided in the relevant Notes Document, whether or not a claim for such Post-Petition Interest is allowed or allowable in any such Insolvency Proceeding).

“Notes Priority Accounts” means any Deposit Accounts or Securities Accounts that are required to be established pursuant to the Notes Documents for purposes of exclusively holding identifiable proceeds of the Notes Priority Collateral (it being understood that any property in such Deposit Accounts which is not identifiable proceeds of Notes Priority Collateral shall not be Notes Priority Collateral solely by virtue of being on deposit in any such Deposit Account).

“Notes Priority Collateral” means all Collateral, other than Revolving Priority Collateral, now owned or hereafter acquired (including, without limitation, any of the following property acquired or created after the commencement of any Insolvency Proceeding) and wherever located, including, for the avoidance of doubt, the following:

(a) all Equipment, Fixtures, intellectual property (subject to the rights of the Revolving Collateral Agent pursuant to Section 3.10) and Investment Property (other than any Investment Property to the extent constituting Revolving Priority Collateral), including the Capital Stock held by any Grantor (which, in the case of any Capital Stock of any Foreign Subsidiary (as defined in the Indenture), will be limited to 100% of the non-voting stock (if any) and 65% of the voting stock of such Foreign Subsidiary (as defined in the Indenture));

(b) any fee owned real property owned by a Grantor, which, in the case of fee owned real property acquired after the Issue Date, has a fair market value in excess of $5,000,000;

(c) except to the extent constituting Revolving Priority Collateral, all Instruments, Documents and General Intangibles (including intercompany debt), together with the books and records and supporting obligations related to the foregoing;

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(d) all Commercial Tort Claims (other than Commercial Tort Claims to the extent constituting Revolving Priority Collateral);

(e) substantially all of the other present and future tangible and intangible assets of the Grantors and proceeds thereof, in each case other than (i) the Revolving Priority Collateral and (ii) any assets that are excluded from Collateral under the Notes Collateral Documents and the Revolving Collateral Documents; and

(f) all collateral security and guarantees with respect to the foregoing, and, subject to Section 3.9 and the proviso to Section 4.2, all cash, Money, insurance proceeds, Instruments, Securities, Financial Assets and Deposit Accounts received as proceeds of any Notes Priority Collateral.

“Notes Security Agreement” means the Pledge and Security Agreement, dated as of the date hereof, by and among the Notes Issuer, the Notes Guarantors and the Notes Collateral Agent and shall include any comparable pledge and security agreement securing any Refinancing of the Notes Obligations.

“Notes Standstill Period” has the meaning set forth in Section 3.1(a).

“Obligations” means, as applicable, (a) all Revolving Obligations and (b) all Notes Obligations.

“Person” means any natural person, corporation, trust, business trust, joint venture, joint stock company, association, company, limited liability company, partnership, Governmental Authority, or any other entity.

“Plan of Reorganization” means any plan of reorganization, plan of liquidation, agreement for composition, or other type of dispositive plan of arrangement proposed in or in connection with any Insolvency Proceeding.

“Pledged Collateral” has the meaning set forth in Section 5.4(a).

“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the Revolving Collateral Documents or the Notes Collateral Documents, as the case may be, continue to accrue after the commencement of any Insolvency Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under any Bankruptcy Law or in any such Insolvency Proceeding.

“Priority Collateral” with respect to the Revolving Claimholders, all Revolving Priority Collateral, and with respect to the Notes Claimholders, all Notes Priority Collateral.

“Recovery” has the meaning set forth in Section 6.7.

“Refinance” means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness in exchange or replacement for such indebtedness, in whole or in part, whether with the same or different lenders, arrangers and/or agents. “Refinanced” and “Refinancing” shall have correlative meanings.

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“Revolving Administrative Agent” has the meaning set forth in the recitals to this Agreement.

“Revolving Claimholders” means, at any relevant time, the holders of Revolving Obligations at that time, including the Revolving Lenders, the Revolving Issuing Banks, the Revolving Collateral Agent, the Revolving Administrative Agent, the Treasury Services Creditors and the Revolving Secured Hedging Creditors.

“Revolving Collateral” means any and all assets and property of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted (or purported to be granted) as security for any Revolving Obligations.

“Revolving Collateral Agent” has the meaning set forth in the preamble to this Agreement.

“Revolving Collateral Documents” means the Revolving Security Agreement, the Mortgages and any other agreement, document, or instrument pursuant to which a Lien is granted securing (or purporting to secure) any Revolving Obligation or under which rights or remedies with respect to such Liens are governed.

“Revolving Credit Agreement” has the meaning set forth in the recitals to this Agreement.

“Revolving Credit Agreement Obligations” means the “Obligations” as that term is defined in the Revolving Credit Agreement (including, in each case, all amounts (including interest, fees and expenses) accruing on or after the commencement of any Insolvency Proceeding relating to any Grantor at the rate provided for in the Revolving Credit Agreement that would have accrued or become due under the terms of the Revolving Loan Documents but for the effect of the Insolvency Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such Insolvency Proceeding).

“Revolving Default” means any “Event of Default”, as such term is defined in the Revolving Credit Agreement, or any event of default under any other Revolving Loan Document.

“Revolving Guarantees” has the meaning set forth in the recitals to this Agreement, but shall also include each other guaranty made by any other guarantor in favor of the Revolving Collateral Agent for the benefit of the Revolving Claimholders.

“Revolving Guarantor” has the meaning set forth in the recitals to this Agreement.

“Revolving Issuing Banks” means the Persons from time to time that have issued Letters of Credit under the Revolving Credit Agreement.

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“Revolving Lenders” means the “Lenders” as defined in the Revolving Credit Agreement.

“Revolving Loan Documents” means (v) the Revolving Credit Agreement, (w) the Revolving Collateral Documents, (x) each Revolving Guaranty, (y) each Treasury Services Agreement and (z) each Revolving Secured Hedging Agreement.

“Revolving Obligations” means, collectively, the Revolving Credit Agreement Obligations, the Bank Product Debt and the Revolving Secured Hedging Obligations.

“Revolving Priority Collateral” means all of the following personal property, now owned or hereafter acquired (including, without limitation, any of the following property acquired or created after the commencement of any Insolvency Proceeding) and wherever located, consisting of the following:

(a) all Accounts and all rights to receive payments, indebtedness and other obligations (whether or not earned by performance, and whether constituting an Account, Chattel Paper (including Electronic Chattel Paper), Instrument, Document, Investment Property or General Intangible) which arise as a result of the (i) sale, lease, license, assignment or other disposal of Inventory, Goods or merchandise, (ii) provision of services, (iii) incurrence of a secondary obligation or (iv) use of a credit or charge card or information contained on or for use with such a card, including the right to payment of any interest or finance charges (in each case other than (x) intercompany indebtedness of, and Capital Stock in, any Grantor and its Subsidiaries, (y) intellectual property, and (z) Payment Intangibles which constitute Proceeds of Notes Priority Collateral);

(b) all Chattel Paper (including all Electronic Chattel Paper and all Tangible Chattel Paper) to the extent evidencing, governing or otherwise related to any of the items referred to in clause (a) above;

(c) all Inventory;

(d) all Payment Intangibles (including corporate and other tax refunds), other than any Payment Intangibles that represent tax refunds in respect of or otherwise relate to Notes Priority Collateral;

(e) all collection accounts, Deposit Accounts, disbursement accounts, lock- boxes, Securities Accounts and Commodity Accounts (excluding the Notes Priority Accounts and any proceeds of Notes Priority Collateral contained therein or credited thereto) and any Money, cash or other assets (including all “Cash Equivalents” as defined in the Revolving Credit Agreement on the date hereof (or as modified from time to time to the extent such modifications, taken as a whole, are not materially adverse to the Notes Claimholders)) , Financial Assets, Uncertificated Securities or Securities Entitlements contained in, or credited to, any such accounts (in each case, except to the extent constituting proceeds of Notes Priority Collateral);

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(f) to the extent evidencing, governing, securing or otherwise related to the items referred to in the preceding clauses, all General Intangibles (excluding intellectual property (but subject to the rights of the Revolving Collateral Agent pursuant to Section 3.10), intercompany indebtedness and Capital Stock in any Grantor and their Subsidiaries), Instruments (including, without limitation, Promissory Notes), Documents, insurance policies related to Revolving Priority Collateral and business interruption insurance (regardless of whether the Revolving Collateral Agent is the loss payee thereof), Letter-of-Credit Rights, Commercial Tort Claims and Supporting Obligations (except to the extent constituting proceeds of Notes Priority Collateral);

(g) all books and Records related to the foregoing (including, without limitation, customer lists, files, correspondence, tapes, computer programs, printouts and computer records);

(h) all collateral and guarantees given by any other Person with respect to any of the foregoing; and

(i) all Supporting Obligations (including Letter-of-Credit Rights), substitutions, replacements, accessions, rents, profits, products or proceeds (including proceeds of insurance policies related to Revolving Priority Collateral (including Inventory and Accounts) of any Grantor and business interruption insurance) of any of the foregoing.

“Revolving Secured Hedging Agreement” means the “Secured Hedging Agreement” as such term is defined in the Revolving Security Agreement.

“Revolving Secured Hedging Creditors” means the “Secured Hedging Creditors” as such term is defined in the Revolving Security Agreement.

“Revolving Secured Hedging Obligations” means the “Secured Hedging Obligations” as such term is defined in the Revolving Security Agreement.

“Revolving Security Agreement” means the Pledge and Security Agreement dated as of the date hereof by and among the Company, the other Grantors party thereto and the Revolving Collateral Agent and shall include any comparable pledge and security agreement securing any Refinancing of the Revolving Obligations.

“Revolving Standstill Period” has the meaning set forth in Section 3.2(a).

“Subsidiary” of a Person means any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the person or persons (whether directors, managers, trustees or other persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person or a combination thereof; provided, in determining the percentage of ownership interests of any person controlled by another person, no ownership interest in the nature of a “qualifying share” of the former person shall be deemed to be outstanding.

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“Term DIP Financing” has the meaning set forth in Section 6.2(b).

“Treasury Services Agreement” means the “Treasury Services Agreement” as such term is defined in the Revolving Security Agreement.

“Treasury Services Creditors” has the meaning given such term in the Revolving Security Agreement.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in the State of New York or, when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

“Use Period” means the period commencing on the date that the Revolving Collateral Agent (or any Revolving Claimholder acting with the consent of the Revolving Collateral Agent) commences an Enforcement Period in connection with any Revolving Priority Collateral in a manner as provided in Section 3.7 (having theretofore furnished the Notes Collateral Agent with an Enforcement Notice) and ending on the earliest to occur of (i) the 180th day after the date (the “Initial Access Date”) on which the Revolving Collateral Agent, or its designee, initially obtains the ability to take physical possession of, remove, or otherwise control physical access to, or actually uses, the Revolving Priority Collateral located on any Notes Priority Collateral, (ii) the date on which all or substantially all of the Revolving Priority Collateral located on the applicable Notes Priority Collateral is removed, sold, collected or liquidated and (iii) the termination of such Enforcement Period. If any stay or other order that prohibits any of the Revolving Collateral Agent or the other Revolving Claimholders from commencing and continuing to Exercise any Secured Creditor Remedies or to liquidate and sell the Revolving Priority Collateral has occurred by operation of law or has been entered by a court of competent jurisdiction after the Initial Access Date, such 180-day period shall be tolled during the pendency of any such stay or other order and the Use Period shall be so extended and upon lifting of such automatic stay or other order, if there are fewer than 90 days remaining in such 180-day period, then such 180-day period shall be extended so that the Revolving Collateral Agent and the Revolving Claimholders have 90 days upon lifting of automatic stay or other order.

1.2. Construction. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The term “or” shall be construed to have, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” Unless the context requires otherwise:

(a) except as otherwise provided herein, any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, amended and restated, supplemented, modified, renewed, extended, Refinanced, refunded, or replaced;

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(b) any reference to any agreement, instrument, or other document herein “as in effect on the date hereof” shall be construed as referring to such agreement, instrument, or other document without giving effect to any amendment, restatement, amendment and restatement, supplement, modification, or Refinancing after the date hereof;

(c) any definition of or reference to the Revolving Obligations or the Notes Obligations herein shall be construed as referring to the Revolving Obligations or the Notes Obligations (as applicable) as from time to time amended, restated, amended and restated, supplemented, modified, renewed, extended, Refinanced, refunded, or replaced;

(d) any reference herein to any Person shall be construed to include such Person’s successors and assigns;

(e) the words “herein”, “hereof”, and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(f) all references herein to Sections and Annexes shall be construed to refer to Sections and Annexes of this Agreement; and

(g) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(h) any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section in which such reference occurs;

(i) any references to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law; and

(j) to the extent applicable, the rules of construction set forth in Section 1.4 of the Revolving Credit Agreement shall apply to this Agreement as if specifically incorporated herein, mutatis mutandis.

1.3. Terms Defined in UCC. Terms defined in the UCC that are not otherwise defined in this Agreement are used herein as defined in Articles 8 or 9 of the UCC in effect in the State of New York from time to time, as the context may require (including, as if such terms were capitalized in Article 8 or 9 of the UCC, as the context may require, the following terms: “Accounts”, “Chattel Paper”, “Commodity Account”, “Commercial Tort Claims”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Financial Asset”, “Fixtures”, “General Intangible” (except that such term shall include, without limitation, all interest rate or currency protection or hedging arrangements, all licenses, permits, concessions and authorizations and all intellectual property (in each case, regardless of whether characterized as

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general intangibles under the UCC)), “Goods” (except that such term shall include, without limitation, all Equipment and Inventory (in each case, regardless of whether characterized as goods under the UCC)), “Instrument”, “Inventory” (except that such term shall include, without limitation, (1) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in progress, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in the business of the Company or any Revolving Guarantor, (2) all goods referred to in clause (1) which are returned to or repossessed by the Company or any Revolving Guarantor, (3) all computer programs embedded in any goods referred to in clause (1) and (4) all accessions and products of the goods referred to in the foregoing clauses (1) through (3) (in each case, regardless of whether characterized as inventory under the UCC)), “Investment Property”, “Letter-of-Credit Right”, “Money”, “Payment Intangibles”, “Promissory Notes”, “Records”, “Securities Accounts”, “Securities Entitlement”, “Supporting Obligation”, “Tangible Chattel Paper” and “Uncertificated Securities”).

SECTION 2. Lien Priorities.

2.1. Relative Priorities. Notwithstanding the date, time, method, manner, or order of grant, attachment, or perfection of any Liens securing the Revolving Obligations with respect to the Collateral or of any Liens securing the Notes Obligations with respect to the Collateral (including, in each case, irrespective of whether any such Lien is granted (or secures Obligations relating to the period) before or after the commencement of any Insolvency Proceeding) and notwithstanding any contrary provision of the UCC or any other applicable law or the Revolving Loan Documents or the Notes Documents, as applicable, or any defect or deficiencies in, or failure to attach or perfect, the Liens securing any of the Obligations, or any other circumstance whatsoever, the Notes Collateral Agent and the Revolving Collateral Agent hereby agree (on behalf of itself and its respective other Claimholders) that:

(a) any Lien with respect to the Revolving Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Revolving Collateral Agent or any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien with respect to the Revolving Priority Collateral securing any Notes Obligations;

(b) any Lien with respect to the Notes Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Notes Collateral Agent or any Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations;

(c) any Lien with respect to the Revolving Priority Collateral securing any Notes Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Notes Collateral Agent, any Notes Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Revolving Priority Collateral securing any Revolving Obligations; and

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(d) any Lien with respect to the Notes Priority Collateral securing any Revolving Obligations now or hereafter held by or on behalf of, or created for the benefit of, the Revolving Collateral Agent, any Revolving Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens with respect to the Notes Priority Collateral securing any Notes Obligations.

The priority and subordination of Liens provided for in this Agreement (i) shall continue to be effective with respect to any part of the Collateral from and after the date hereof whether such Liens are declared, or ruled to be, invalid, unenforceable, void or not allowed by a court of competent jurisdiction or otherwise, and whether as a result of any action taken by the Notes Collateral Agent or the Revolving Collateral Agent, as applicable, or any failure by such Person to take any action with respect to any financing statement (including any amendment to or continuation thereof), mortgage or other perfection document, or otherwise and (ii) are intended to be effective whether or not such Liens are subordinated to any Lien securing any other obligation of the Company, any other Grantor or any other Person (but only to the extent that such subordination is permitted pursuant to the terms of the Revolving Credit Agreement, the Indenture and each Additional Pari Passu Obligations Agreement then in effect or as contemplated in Section 6.1).

2.2. Prohibition on Contesting Liens. Each of the Notes Collateral Agent, for itself and on behalf of each Notes Claimholder, and the Revolving Collateral Agent, for itself and on behalf of each Revolving Claimholder, agrees that it will not (and hereby waives any right to), directly or indirectly, contest or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding): (a) the priority, validity, extent, perfection or enforceability of a Lien in the Collateral held by or on behalf of the Revolving Collateral Agent or any other Revolving Claimholders or by or on behalf of the Notes Collateral Agent or any other Notes Claimholders, as the case may be; or (b) the priority, validity, extent or enforceability of any Obligations, including the allowability or priority of any Obligations in any Insolvency Proceeding; or (c) the relative rights and duties of the Claimholders granted and/or established in this Agreement; provided, however that nothing in this Agreement shall be construed to prevent or impair the rights of the Revolving Collateral Agent, any Revolving Claimholder, the Notes Collateral Agent or any Notes Claimholder to enforce the terms of this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Revolving Obligations and the Notes Obligations, as applicable, as provided in Section 3.

2.3. New Liens. During the term of this Agreement, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree, subject to Section 6, that no Grantor shall:

(a) grant or suffer to exist any additional Liens on any asset to secure any Notes Obligation unless such Grantor also grants a Lien on such asset to secure the Revolving Obligations concurrently with the grant of a Lien thereon in favor of the Notes Collateral Agent in accordance with the priorities set forth in this Agreement; or

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(b) grant or suffer to exist any additional Liens on any asset to secure any Revolving Obligations unless such Grantor grants a Lien on such asset to secure the Notes Obligations concurrently with the grant of a Lien thereon in favor of the Revolving Collateral Agent in accordance with the priorities set forth in this Agreement.

To the extent that the foregoing provisions are not complied with for any reason, (i) without limiting any other rights and remedies available to the Revolving Collateral Agent or the Revolving Claimholders, the Notes Collateral Agent, on behalf of the Notes Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2 and the Notes Collateral Agent also shall hold and be deemed to have held such Liens for the benefit of the Revolving Collateral Agent and the other Revolving Claimholders subject to the provisions set forth herein, and (ii) without limiting any other rights and remedies available to the Notes Collateral Agent or the Notes Claimholders, the Revolving Collateral Agent, on behalf of the Revolving Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2 and the Revolving Collateral Agent also shall hold and be deemed to have held such Liens for the benefit of the Notes Collateral Agent and the other Notes Claimholders subject to the provisions set forth herein.

2.4. Cooperation in Designating Collateral. In furtherance of Section 9.8, the parties hereto agree to, subject to the other provisions of this Agreement upon request by the Revolving Collateral Agent or the Notes Collateral Agent, cooperate in good faith (and to direct their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the Revolving Priority Collateral and the Notes Priority Collateral and the steps taken or to be taken to perfect their respective Liens thereon (based on the opinion of counsel) and the identity of the respective parties obligated under the Revolving Loan Documents and the Notes Documents.

2.5. Similar Liens and Agreements. The parties hereto agree that it is their intention that the Revolving Collateral and the Notes Collateral be substantially the same, subject to any differences set forth in the Revolving Collateral Documents or the Notes Collateral Documents, as applicable (each as in effect on the date hereof). In furtherance of the foregoing and of Section 9.8, the Revolving Collateral Agent, the Notes Collateral Agent and each other Claimholder agrees, subject to the other provisions of this Agreement:

(a) upon request by the Revolving Collateral Agent or the Notes Collateral Agent, to cooperate in good faith from time to time in order to determine the specific items included in the Revolving Collateral and the Notes Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated under the Revolving Loan Documents and the Notes Documents; and

(b) that the Revolving Collateral Documents and the Notes Collateral Documents creating Liens on the Priority Collateral shall be in all material respects substantially

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the same forms of documents other than with respect to differences to reflect the nature of the lending arrangements and the first priority and second priority nature of the Liens thereunder with respect to the Priority Collateral (it being understood that the Revolving Collateral Documents and the Notes Collateral Documents in effect on the date of this Agreement (including any forms or exhibits attached to any of the foregoing or any other Revolving Loan Document or Notes Document) satisfy this provision as of the date of this Agreement).

SECTION 3. Exercise of Remedies.

3.1. Exercise of Remedies by Notes Collateral Agent. Until the Discharge of Revolving Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Notes Collateral Agent and the Notes Claimholders:

(a) will not exercise or seek to exercise any rights or remedies with respect to any Revolving Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Revolving Priority Collateral); provided, however, that the Notes Collateral Agent may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Revolving Priority Collateral) after the passage of a period of at least 180 days after the date on which the Revolving Collateral Agent received written notice from the Notes Collateral Agent that the maturity of the Notes Obligations and/or Additional Pari Passu Obligations have been accelerated; provided, further, however, notwithstanding anything to the contrary contained herein, in no event will the Notes Collateral Agent or any other Notes Claimholder exercise any rights or remedies with respect to the Revolving Priority Collateral if, notwithstanding the expiration of such 180-day period, the Revolving Collateral Agent or any Revolving Claimholder (y) shall have commenced and is diligently pursuing the exercise of its rights or remedies with respect to all or any portion of the Revolving Priority Collateral (prompt written notice of such exercise to be given to the Notes Collateral Agent, provided that the failure to give such notice shall not affect the Revolving Collateral Agent’s or any other Revolving Claimholders’ rights hereunder) or (z) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (during which time the 180-day period shall be tolled) (the period during which the Notes Collateral Agent and the other Notes Claimholders may not pursuant to this Section 3.1(a) exercise any rights, powers, or remedies with respect to the Revolving Priority Collateral, the “Notes Standstill Period”);

(b) will not directly or indirectly contest, protest, or object to or hinder any Exercise of Secured Creditor Remedies by the Revolving Collateral Agent or any Revolving Claimholder with respect to any Revolving Priority Collateral and have no right to direct the Revolving Collateral Agent to Exercise any Secured Creditor Remedies with respect to any Revolving Priority Collateral or to take any other action under the Revolving Loan Documents with respect to any Revolving Priority Collateral; and

(c) subject to its rights under clause (a) above and under Section 3.4, will not object to (and waive any and all claims with respect to) the forbearance by the Revolving Collateral Agent or the Revolving Claimholders from Exercising any Secured Creditor Remedies with respect to any Revolving Priority Collateral; provided, however, that, in the case of clauses (a), (b) and (c) above, the Liens granted to secure the Notes Obligations of the Notes

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Claimholders shall attach to any Proceeds resulting from actions taken by the Revolving Collateral Agent or any Revolving Claimholder with respect to the Revolving Priority Collateral in accordance with this Agreement (including the priorities described in Section 2) after application of such Proceeds to the extent necessary to meet the requirements of a Discharge of Revolving Obligations.

3.2. Exercise of Remedies by Revolving Collateral Agent. Until the Discharge of Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Collateral Agent and the Revolving Claimholders:

(a) will not exercise or seek to exercise any rights or remedies with respect to any Notes Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Notes Priority Collateral); provided, however, that the Revolving Collateral Agent may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Notes Priority Collateral) after the date on which the Notes Collateral Agent received written notice from the Revolving Collateral Agent that the maturity of the Revolving Obligations has been accelerated; provided, further, however, in no event will the Revolving Collateral Agent or any other Revolving Claimholder exercise any rights or remedies with respect to the Notes Priority Collateral if, notwithstanding the expiration of such 180-day period, the Notes Collateral Agent or any Notes Claimholder (y) shall have commenced and is diligently pursuing the exercise of its rights or remedies with respect to all or any portion of the Notes Priority Collateral (prompt written notice of such exercise to be given to the Revolving Collateral Agent, provided that the failure to give such notice shall not affect the Notes Collateral Agent’s or any other Notes Claimholders’ rights hereunder) or (z) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (during which time the 180-day period shall be tolled) (the period during which the Revolving Collateral Agent and the other Revolving Claimholders may not pursuant to this Section 3.2(a) exercise any rights, powers, or remedies with respect to the Notes Priority Collateral, the “Revolving Standstill Period”);

(b) will not directly or indirectly contest, protest, or object to or hinder any Exercise of Secured Creditor Remedies by the Notes Collateral Agent or any Notes Claimholder with respect to any Notes Priority Collateral and have no right to direct the Notes Collateral Agent to Exercise any Secured Creditor Remedies with respect to any Notes Priority Collateral or to take any other action under the Notes Documents with respect to any Notes Priority Collateral; and

(c) subject to its rights under clause (a) above and under Section 3.4, will not object to (and waives any and all claims with respect to) the forbearance by the Notes Collateral Agent or any Notes Claimholder from the Exercise of Secured Creditor Remedies with respect to any Notes Priority Collateral; provided, however, that, in the case of clauses (a) and (b) above, and this clause (c), the Liens granted to secure the Revolving Obligations of the Revolving Claimholders shall attach to any Proceeds resulting from actions taken by the Notes Collateral Agent or any Notes Claimholder with respect to the Notes Priority Collateral in accordance with this Agreement (including the priorities described in Section 2) after application of such Proceeds to the extent necessary to meet the requirements of a Discharge of Notes Obligations.

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3.3. Exclusive Enforcement Rights. (a) Until the Discharge of Revolving Obligations has occurred and except as provided in Section 3.1(a) and Section 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Collateral Agent shall have the exclusive right to Exercise any Secured Creditor Remedies with respect to the Revolving Priority Collateral without any consultation with or the consent of the Notes Collateral Agent or any Notes Claimholder; provided, however, that the Lien securing the Notes Obligations shall remain on the Proceeds (other than those properly applied to the Revolving Obligations in accordance with Section 4.1(a)) of such Revolving Priority Collateral released or Disposed of subject to the relative priorities described in Section 2.1 and (b) until the Discharge of Notes Obligations has occurred and except as provided in Section 3.2(a) and Section 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Notes Collateral Agent shall have the exclusive right to Exercise any Secured Creditor Remedies with respect to the Notes Priority Collateral without any consultation with or the consent of the Revolving Collateral Agent or any Revolving Claimholder; provided, however, that the Lien securing the Revolving Obligations shall remain on the Proceeds (other than those properly applied to the Notes Obligations in accordance with Section 4.1(b)) of such Notes Priority Collateral released or Disposed of subject to the relative priorities described in Section 2.1. In connection with any Exercise of Secured Creditor Remedies, each of the Notes Collateral Agent, the Notes Claimholders, the Revolving Collateral Agent and the Revolving Claimholders may enforce the provisions of the Notes Collateral Documents or Revolving Collateral Documents, as applicable, and exercise rights, powers and remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of its Collateral upon foreclosure, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

3.4. Claimholders Permitted Actions. Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, each of the Notes Collateral Agent, the Notes Claimholders, the Revolving Collateral Agent and the Revolving Claimholders may, but shall not be obligated to:

(a) if an Insolvency Proceeding has been commenced by or against the Company or any other Grantor, file a proof of claim or statement of interest with respect to its Notes Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Notes Obligations or the Revolving Obligations, as the case may be;

(b) take any action (not adverse to the priority status of the Liens on the Priority Collateral of the other Collateral Agent and Claimholders, or the rights of the other Collateral Agent or any Claimholders to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve or protect (but, subject to Section 3.1(a) and Section 3.2(a), as the case may be, not enforce) its Lien in and to its Notes Collateral or Revolving Collateral, as the case may be, except to the extent inconsistent with the provisions hereof;

(c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the disallowance of its claims, Liens or its Claimholders, in each case, in accordance with this Agreement;

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(d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject to the relative priorities set forth in this Agreement;

(e) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with and, accordingly, a violation of the terms of this Agreement, and the applicable Collateral Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn;

(f) exercise any of its other rights or remedies referred to in Section 3.1(a) or Section 3.2(a), as the case may be, after the expiration of the Notes Standstill Period or Revolving Standstill Period, as applicable, or Section 3.7 or Section 3.8 to the extent permitted thereby;

(g) make a cash bid on all or any portion of its Notes Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action;

(h) make a credit bid on all or any portion of its Notes Collateral or Revolving Collateral, as applicable, provided that any Obligations secured by prior Liens on such Collateral constituting Priority Collateral are discharged prior to or in connection with any such credit bid;

(i) join in (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of the other party initiated by such other party to enforce Liens on such Priority Collateral to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither the Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and (b) with respect to the Notes Priority Collateral, neither the Revolving Collateral Agent nor any Revolving Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and

(j) engage consultants, valuation firms, investment bankers, and perform or engage third parties to perform audits, examinations and appraisals of the Collateral for the sole purpose of valuing the Collateral and not for the purpose of marketing or conducting a disposition of such Collateral; provided, however, that the Notes Collateral Agent or Revolving Collateral Agent, as applicable, acting on behalf of any Claimholders (or the Claimholders themselves) secured by second-priority Liens on any Collateral shall not take any of the foregoing actions if they would interfere in any material respect with the enforcement by the Notes Collateral Agent or Revolving Collateral Agent, as applicable, acting on behalf of the Claimholders secured by a first-priority Lien on such Collateral.

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Except as expressly set forth in this Agreement (including Sections 3.1(a), 3.2(a), 3.4 and Section 6), each Notes Claimholder and each Revolving Claimholder shall have any and all rights and remedies it may have as a creditor (including as an unsecured creditor) under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith or otherwise) shall be subject to the Lien priorities set forth herein and to the provisions of this Agreement. The Revolving Collateral Agent may enforce the provisions of the Revolving Loan Documents, the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement (including Section 2, Section 3 and Section 6) and mandatory provisions of applicable law; provided, however, that each of the Revolving Collateral Agent and the Notes Collateral Agent agrees to provide to the other (x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to the Company or any other Grantor; provided further, however, that the Revolving Collateral Agent’s failure to provide copies of any such notices to the Notes Collateral Agent shall not impair any of the Revolving Collateral Agent’s rights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’s failure to provide copies of any such notices to the Revolving Collateral Agent shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent, each Notes Claimholder, the Revolving Collateral Agent and each Revolving Claimholder agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Notes Collateral Agent and each Notes Claimholder, against either the Revolving Collateral Agent or any other Revolving Claimholder, and in the case of the Revolving Collateral Agent and each other Revolving Claimholder, against either the Notes Collateral Agent or any other Notes Claimholder, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or omitted to be taken.

3.5. Retention of Proceeds.

(a) The Notes Claimholders shall not be permitted to retain any proceeds of Revolving Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of Revolving Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.

(b) The Revolving Claimholders shall not be permitted to retain any proceeds of Notes Priority Collateral in connection with any Exercise of Secured Creditor Remedies in any circumstance unless and until the Discharge of Notes Obligations has occurred, and any such proceeds received or retained in any other circumstance will be subject to Section 4.2.

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(c) Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related Dispositions that includes Revolving Priority Collateral and Notes Priority Collateral where the aggregate sales price is not allocated between the Revolving Priority Collateral and Notes Priority Collateral being sold (including in connection with or as a result of the sale of the Capital Stock of a Grantor), solely for purposes of this Agreement, the portion of the aggregate sales price determined to be proceeds of the Revolving Priority Collateral on the one hand and Notes Priority Collateral on the other hand, shall be allocated first to the Revolving Priority Collateral in an amount equal to the lesser of (x) the total proceeds of such Disposition and (y) the greater of (i) the value of such Revolving Priority Collateral included in the Borrowing Base (as defined in the Revolving Credit Agreement) and (ii) the net book value of such Revolving Priority Collateral recorded on the applicable Grantor’s books in accordance with GAAP, in each case for this clause (y), as assessed by the Revolving Collateral Agent in consultation with the Notes Collateral Agent on the date of such Disposition, with the balance, if any, allocated to the Notes Priority Collateral.

3.6. Non-Interference. Subject to Sections 3.1, 3.2, 3.3, 3.4, and 6.5(b), each of the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, and the Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, hereby:

(a) agrees that it will not, directly or indirectly, knowingly take any action that would restrain, hinder, limit, delay, or otherwise interfere with any Exercise of Secured Creditor Remedies by the other with respect to such other party’s Priority Collateral, or that is otherwise prohibited hereunder, including any Disposition of such other party’s Priority Collateral, whether by foreclosure or otherwise;

(b) waives any and all rights it or its Claimholders may have as a junior lien creditor or otherwise to object to the manner in which such other party seeks to enforce or collect such other party’s respective Obligations or the Liens securing such Obligations granted in any of such other party’s Priority Collateral, regardless of whether any action or failure to act by or on behalf of such other party is adverse to the interest of it or its Claimholders; and

(c) agrees that it will not knowingly take or cause to be taken any action the purpose or effect of which is, or could be, to make any Lien that such Collateral Agent has on the Collateral equal with, or to give such Collateral Agent or its Claimholders any preference or priority relative to, any Lien that the Claimholders secured by any Priority Collateral have with respect to such Collateral;

(d) agrees that it will not challenge (or join with any other party in challenging) or question in any proceeding the validity or enforceability of any first-priority Lien held by the applicable Claimholders in the Priority Collateral of such Claimholders, or the attachment, perfection or priority of any first-priority Lien held by the applicable Claimholders in any Priority Collateral of such Claimholders; provided that nothing in this Agreement will be construed to prevent or impair the rights of any Collateral Agent or any Claimholder to enforce this Agreement;

(e) agrees it will have no right to (i) direct the other Collateral Agent or any holder of any Obligations secured by any Priority Collateral to exercise any right, remedy, or

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power with respect to such Priority Collateral or (ii) consent to the exercise by the other Collateral Agent or any holder of any Obligations secured by the Priority Collateral or any right, remedy or power with respect to such Priority Collateral;

(f) agrees it will not institute (or join with any other person instituting) any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the other Collateral Agent or any holder of any Obligations secured by any Priority Collateral seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the other Collateral Agent nor any holders of any Obligations secured by any Priority Collateral will be liable for, any action taken or omitted to be taken by such Collateral Agent or such holders with respect to such Priority Collateral;

(g) agrees it will not seek, and will waive any right, to have any other party’s Priority Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Priority Collateral; and

(h) will not attempt, directly or indirectly, whether by judicial proceedings (including in any Insolvency Proceeding) or otherwise, to challenge the enforceability of any provision of this Agreement.

3.7. Inspection and Access Rights.

(a) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any receiver, shall, after any Notes Default, obtain possession or physical control of any of the real properties subject to a Mortgage , the Notes Collateral Agent shall promptly notify the Revolving Collateral Agent in writing of that fact, and the Revolving Collateral Agent shall, within thirty (30) Business Days thereafter, notify the Notes Collateral Agent in writing as to whether the Revolving Collateral Agent desires to exercise its access rights under this Section 3.7. In addition, if the Revolving Collateral Agent, or any agent or representative of the Revolving Collateral Agent, or any receiver, shall obtain possession or physical control of any of the real properties subject to a Mortgage or any of the tangible Notes Priority Collateral located on any premises other than real properties subject to a Mortgage or control over any intangible Notes Priority Collateral, following the delivery to the Notes Collateral Agent of an Enforcement Notice, then the Revolving Collateral Agent shall promptly notify the Notes Collateral Agent of that fact, and the Revolving Collateral Agent shall, within thirty (30) Business Days thereafter, notify the Notes Collateral Agent in writing as to whether the Revolving Collateral Agent desires to exercise its access rights under this Section 3.7. Upon delivery of such notice by the Revolving Collateral Agent to the Notes Collateral Agent, the parties shall confer in good faith to coordinate with respect to the Revolving Collateral Agent’s exercise of such access rights. Consistent with the definition of “Use Period,” access rights may apply to differing parcels of real properties at differing times, in which case, a differing Use Period will apply to each such property.

(b) Without limiting any rights the Revolving Collateral Agent or any other Revolving Claimholder may otherwise have under applicable law or by agreement and whether or not the Notes Collateral Agent or any other Notes Claimholder has commenced and is continuing to Exercise any Secured Creditor Remedies of the Notes Collateral Agent, the

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Revolving Collateral Agent or any other Person (including any Revolving Claimholder) acting with the consent, or on behalf, of the Revolving Collateral Agent, shall have the right, subject to the rights of any landlords under any leased real properties, and the Notes Collateral Agent and Notes Claimholders will cooperate in connection therewith, at the sole cost and expense of the Revolving Collateral Agent and the Revolving Claimholders and upon reasonable advance notice to the Notes Collateral Agent, during the Use Period (i) during normal business hours on any Business Day, to access Revolving Priority Collateral that (A) is stored or located in or on, (B) has become an accession with respect to (within the meaning of Section 9-335 of the UCC), or (C) has been commingled with (within the meaning of Section 9-336 of the UCC), Notes Priority Collateral, and (ii) access, on a non-exclusive basis, the Notes Priority Collateral (including Equipment (including any processors, computers and other machinery related to the storage or processing of records, documents or files), Fixtures, intellectual property, General Intangibles and real property), for purposes of (A) assembling and storing the Revolving Priority Collateral and completing the processing of and turning into finished goods of any Revolving Priority Collateral consisting of work-in process; (B) selling any or all of the Revolving Priority Collateral located on such Notes Priority Collateral, whether in bulk, in lots or to customers in the ordinary course of business or otherwise, (C) removing any or all of the Revolving Priority Collateral located on such Notes Priority Collateral, or (D) taking reasonable actions to protect, secure and otherwise enforce the rights of the Revolving Collateral Agent and the holders of Revolving Obligations in and to the Revolving Priority Collateral, provided that if the Revolving Collateral Agent conducts a public auction or private sale of the Revolving Priority Collateral at any of the real properties subject to a Mortgage that constitutes Notes Priority Collateral, the Revolving Collateral Agent shall provide the Notes Collateral Agent with two (2) Business Days’ advance notice and use reasonable efforts to hold such auction or sale in a manner which would not unduly disrupt the Notes Collateral Agent’s or any other Notes Claimholder’s use of such real properties. The Notes Collateral Agent may not sell, assign or otherwise transfer the Notes Priority Collateral prior to the expiration of the Use Period, unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.7.

(c) During the period of actual occupation, use and/or control by the Revolving Claimholders and/or the Revolving Collateral Agent (or their respective employees, agents, advisers and representatives) of any Notes Priority Collateral, the Revolving Claimholders and the Revolving Collateral Agent shall be obligated to promptly repair at their expense any actual physical damage (but not any diminution in value) to such Notes Priority Collateral or other assets or property on which such Notes Priority Collateral is located resulting from such occupancy, use or control, and to leave such Notes Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted. In the event, and only in the event, that in connection with its use of some or all of the premises constituting Notes Priority Collateral, the Revolving Collateral Agent requires the services of any employees of the Company or any of its Subsidiaries, the Revolving Collateral Agent shall pay directly to any such employees the appropriate, allocated wages of such employees, if any, during the time periods that the Revolving Collateral Agent requires their services to the extent not paid for by the Company or any of its Subsidiaries. Notwithstanding the foregoing, in no event shall the Revolving Claimholders or the Revolving Collateral Agent have any liability to the Notes Claimholders and/or to the Notes Collateral Agent pursuant to this Section 3.7 as a result of any condition (including any environmental

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condition, claim or liability) on or with respect to the Notes Priority Collateral or other assets or property on which such Notes Priority Collateral is located existing prior to the date of the exercise by the Revolving Claimholders (or the Revolving Collateral Agent, as the case may be) of their rights under this Section 3.7 and the Revolving Claimholders shall have no duty or liability to maintain the Notes Priority Collateral in a condition or manner better than that in which it was maintained prior to the use thereof by the Revolving Claimholders, or for any diminution in the value of the Notes Priority Collateral that results from ordinary wear and tear resulting from the use of the Notes Priority Collateral by the Revolving Claimholders in the manner and for the time periods specified under this Section 3.7. Without limiting the rights granted in this Section 3.7, the Revolving Claimholders and the Revolving Collateral Agent shall cooperate with the Notes Claimholders and/or the Notes Collateral Agent as may be reasonably requested by the Notes Collateral Agent in connection with any efforts made by the Notes Claimholders and/or the Notes Collateral Agent to sell the Notes Priority Collateral.

(d) The Revolving Collateral Agent and the Revolving Claimholders shall not be obligated to pay any amounts to the Notes Collateral Agent or the Notes Claimholders (or any Person claiming by, through or under the Notes Claimholders, including any purchaser of the Notes Priority Collateral) or to the Revolving Guarantors or the Company, for or in respect of the use by the Revolving Collateral Agent and the Revolving Claimholders of the Notes Priority Collateral; provided that the Revolving Collateral Agent and the other Revolving Claimholders shall be obligated to pay any utility, rental, lease, real property taxes or similar charges and payments owed by the applicable Grantor to third parties that accrue during the Use Period in respect of such Notes Priority Collateral, or that arise as a result of such use of the Notes Priority Collateral, in either case to the extent not paid for by the Grantors.

(e) The Revolving Claimholders shall (i) use the Notes Priority Collateral in accordance with applicable law; (ii) insure for damage to property and liability to persons, including property and liability insurance for the benefit of the Notes Claimholders; and (iii) together with the Revolving Collateral Agent, pay, indemnify and hold the Trustee and the Notes Collateral Agent and each of their respective officers, agents, directors and employees harmless from and against any third party liability resulting from the Revolving Collateral Agent’s or any of its agents, representatives or invitees’ use of the Notes Priority Collateral as set forth in this Section 3.7 (ordinary wear and tear excepted).

(f) The Notes Collateral Agent and the other Notes Claimholders shall use commercially reasonable efforts to not hinder or obstruct the Revolving Collateral Agent and the other Revolving Claimholders from exercising the rights described in Section 3.7(b).

(g) Subject to the terms hereof, the Notes Collateral Agent may advertise and conduct public auctions or private sales of the Notes Priority Collateral, without the involvement of or interference by any Revolving Claimholder or liability to any Revolving Claimholder as long as, in the case of an actual sale, the respective purchaser assumes and agrees to the obligations of the Notes Collateral Agent and the Notes Claimholders under this Section 3.7.

3.8. Sharing of Information and Access. In the event that the Revolving Collateral Agent shall, in the exercise of its rights under the Revolving Collateral Documents or otherwise, receive possession or control of any books and records (whether in the form of a writing or

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stored in any data equipment or data record in the physical possession of the Revolving Collateral Agent) of any Grantor which contain information identifying or pertaining to the Notes Priority Collateral, the Revolving Collateral Agent shall, upon request from the Notes Collateral Agent and as promptly as practicable thereafter, either make available to the Notes Collateral Agent such books and records for inspection and duplication or provide to the Notes Collateral Agent copies thereof. In the event that the Notes Collateral Agent shall, in the exercise of its rights under the Notes Collateral Documents or otherwise, receive possession or control of any books and records (whether in the form of a writing or stored in any data equipment or data record in the physical possession of the Revolving Collateral Agent) of any Grantor which contain information identifying or pertaining to any of the Revolving Priority Collateral, the Notes Collateral Agent shall, upon request from the Revolving Collateral Agent and as promptly as practicable thereafter, either make available to the Revolving Collateral Agent such books and records for inspection and duplication or provide the Revolving Collateral Agent copies thereof.

3.9. Tracing of and Priorities in Proceeds. The Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, and the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, further agree that until the earlier of an issuance of any Enforcement Notice by such Claimholder or a bankruptcy or insolvency constituting a Notes Default or a bankruptcy or insolvency constituting a Revolving Default, as applicable, then exists, any proceeds of Collateral, whether or not deposited under control agreements, which are used by any Grantor to acquire other property which is Collateral shall not (solely as between the Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

3.10. Consent to License to Use Intellectual Property. The Notes Collateral Agent (a) consents to the grant by the Company or any other Grantor to the Revolving Collateral Agent of a non-exclusive royalty-free license to use during the Use Period any patent, trademark or proprietary information of such Grantor that is subject to a Lien held by the Notes Collateral Agent and (b) grants, in its capacity as a Claimholder and to the extent of its rights and interests, to the Revolving Collateral Agent a non-exclusive royalty-free license to use during the Use Period any patent, trademark or proprietary information that is subject to a Lien on the Notes Priority Collateral held by the Notes Collateral Agent, in each case in connection with the Exercise of Secured Creditor Remedies of any Lien held by the Revolving Collateral Agent upon any Inventory or other Revolving Priority Collateral of any Grantor and to the extent the use of such patent, trademark or proprietary information is necessary or appropriate, in the good faith opinion of the Revolving Collateral Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such Inventory or other Revolving Priority Collateral in any lawful manner in connection with such Exercise of Secured Creditor Remedies. The Notes Collateral Agent may not sell, assign or otherwise transfer the Notes Priority Collateral prior to the expiration of the Use Period unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.10.

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SECTION 4. Proceeds.

4.1. Application of Proceeds.

(a) Prior to the Discharge of Revolving Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, any Revolving Priority Collateral or proceeds thereof received in connection with any Exercise of Secured Creditor Remedies (including as a result of any collection, sale, foreclosure or other realization or distribution of or in respect of any Revolving Priority Collateral (whether or not expressly characterized as such) or in any Insolvency Proceeding) shall be delivered to the Revolving Collateral Agent, for the benefit of the Revolving Claimholders, and shall be applied or further distributed by the Revolving Collateral Agent to or on account of the Revolving Obligations in such order, if any, as specified in the relevant Revolving Collateral Documents or as a court of competent jurisdiction may otherwise direct. Upon the Discharge of Revolving Obligations, the Revolving Collateral Agent shall deliver to the Notes Collateral Agent, for the benefit of the Notes Claimholders, any Revolving Priority Collateral and Proceeds of Revolving Priority Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Notes Collateral Agent to the Notes Obligations in such order as specified in the Notes Collateral Documents or as a court of competent jurisdiction may otherwise direct.

(b) Prior to the Discharge of Notes Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, any Notes Priority Collateral or proceeds thereof received in connection with any Exercise of Secured Creditor Remedies (including as a result of any collection, sale, foreclosure or other realization or distribution of or in respect of any Notes Priority Collateral (whether or not expressly characterized as such) or in any Insolvency Proceeding) shall be delivered to the Notes Collateral Agent, for the benefit of the Notes Claimholders, and shall be applied or further distributed by the Notes Collateral Agent to or on account of the Notes Obligations in such order, if any, as specified in the relevant Notes Collateral Documents or as a court of competent jurisdiction may otherwise direct. Upon the Discharge of Notes Obligations, the Notes Collateral Agent shall deliver to the Revolving Collateral Agent, for the benefit of the Revolving Claimholders, any Notes Priority Collateral and Proceeds of Notes Priority Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Revolving Collateral Agent to the Revolving Obligations in such order as specified in the Revolving Collateral Documents or as a court of competent jurisdiction may otherwise direct.

(c) If any Exercise of Secured Creditor Remedies with respect to the Collateral produces non-cash proceeds, then such non-cash proceeds shall be held by the Collateral Agent that conducted the Exercise of Secured Creditor Remedies and/or sold for cash prior to the application of the proceeds thereof as additional Collateral and, at such time as such non-cash proceeds are monetized, shall be applied as set forth above.

4.2. Turnover. Unless and until the earlier of the Discharge of Revolving Obligations or the Discharge of Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, (a) any Revolving Priority Collateral or

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proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Notes Collateral Agent or any Notes Claimholder in connection with the exercise of any right or remedy (including set-off) relating to the Revolving Priority Collateral or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Revolving Collateral Agent, for application in accordance with Section 4.1(a), for the benefit of the Revolving Claimholders, in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, and (b) any Notes Priority Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with the exercise of any right or remedy (including set-off) relating to the Notes Priority Collateral or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent, for the benefit of the Notes Claimholders, for application in accordance with Section 4.1(b), in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of any proceeds of Notes Priority Collateral received by the Revolving Collateral Agent or any Revolving Claimholder in connection with a Disposition of Notes Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to the Revolving Collateral Agent specifying the amount and source of such proceeds or the Revolving Collateral Agent does not otherwise have actual knowledge that such proceeds are proceeds of Notes Priority Collateral, neither the Revolving Collateral Agent nor any Revolving Claimholder shall have any obligation to pay over any proceeds of such Disposition to the Notes Collateral Agent and (y) in the case of any proceeds of Revolving Priority Collateral received by the Notes Collateral Agent or any Notes Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if a Grantor does not provide prior written notice of such Disposition to the Notes Collateral Agent specifying the amount and source of such proceeds or the Notes Collateral Agent does not otherwise have actual knowledge that such proceeds are proceeds of Revolving Priority Collateral, neither the Notes Collateral Agent nor any Notes Claimholder shall have any obligation to pay over any proceeds of such Disposition to the Revolving Collateral Agent. Each of the Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Discharge of Notes Obligations, as applicable.

4.3. No Subordination of the Relative Priority of Claims. Anything to the contrary contained herein notwithstanding, the subordination of the Liens of Notes Claimholders to the Liens of Revolving Claimholders and of the Liens of Revolving Claimholders to the Liens of Notes Claimholders as set forth herein is with respect to the priority of the respective Liens held by or on behalf of them only and shall not constitute a subordination of the Notes Obligations to the Revolving Obligations or the Revolving Obligations to the Notes Obligations.

SECTION 5. Releases; Dispositions; Other Agreements.

5.1. Releases.

(a) If, in connection with the Exercise of Secured Creditor Remedies by the Revolving Collateral Agent with respect to Revolving Priority Collateral as provided for in

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Section 3, irrespective of whether a Revolving Default or a Notes Default has occurred and is continuing, the Revolving Collateral Agent releases any of its Liens on any part of the Revolving Priority Collateral, then the Liens of the Notes Collateral Agent on such Revolving Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that, to the extent the Proceeds of such Revolving Priority Collateral are not applied to reduce Revolving Obligations in accordance with Section 4.1, the Notes Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to the Revolving Collateral Agent such termination or amendment statements, releases, and other documents as the Revolving Collateral Agent may request to effectively confirm such release, at the cost and expense of the Company and without the consent or direction of any other Notes Claimholders.

(b) If, in connection with the Exercise of Secured Creditor Remedies by the Notes Collateral Agent with respect to Notes Priority Collateral as provided for in Section 3, irrespective of whether a Revolving Default or a Notes Default has occurred and is continuing, the Notes Collateral Agent releases any of its Liens on any part of the Notes Priority Collateral, then the Liens of the Revolving Collateral Agent on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released; provided, however, that, to the extent the Proceeds of such Notes Priority Collateral are not applied to reduce Notes Obligations in accordance with Section 4.1, the Revolving Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to the Notes Collateral Agent such termination or amendment statements, releases, and other documents as the Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of the Notes Issuer and without the consent or direction of any other Revolving Claimholders.

(c) If, in connection with any Disposition of any Revolving Priority Collateral permitted under the terms of the Revolving Loan Documents and not prohibited under the terms of the Notes Document, the Revolving Collateral Agent, for itself or on behalf of any Revolving Claimholders, releases any of its Liens on the portion of the Revolving Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Revolving Obligations, or (ii) after the occurrence and during the continuance of any Notes Default, then the Liens of the Notes Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released; provided, that to the extent the Proceeds of such Revolving Priority Collateral are not applied to reduce Revolving Obligations in accordance with Section 4.1, the Notes Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Notes Collateral Agent, for itself or on behalf of any such Notes Claimholders, promptly shall execute and deliver to the Revolving Collateral Agent such termination or amendment statements, releases, and other documents as the Revolving Collateral Agent may request to effectively confirm such release, at the cost and expense of the Company and without the consent or direction of any other Notes Claimholders. The Liens on the Revolving Priority Collateral securing the Notes Obligations that otherwise would have been released pursuant to the first sentence of this clause (c) but for the application of subclause (ii) in such sentence will be automatically, unconditionally and simultaneously released when such Notes Default and all other Notes Defaults cease to exist.

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(d) If, in connection with any Disposition of any Notes Priority Collateral permitted under the terms of the Notes Documents and not prohibited under the terms of the Revolving Loan Documents, the Notes Collateral Agent, for itself or on behalf of any Notes Claimholders, releases any of its Liens on the portion of the Notes Priority Collateral that is the subject of such Disposition, other than (i) in connection with the Discharge of Notes Obligations, or (ii) after the occurrence and during the continuance of any Revolving Default, then the Liens of the Revolving Collateral Agent on such Collateral shall be automatically, unconditionally, and simultaneously released; provided that to the extent the Proceeds of such Notes Priority Collateral are not applied to reduce Notes Obligations in accordance with Section 4.1, the Revolving Collateral Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Revolving Collateral Agent, for itself or on behalf of any such Revolving Claimholders, promptly shall execute and deliver to the Notes Collateral Agent such termination or amendment statements, releases, and other documents as the Notes Collateral Agent may request to effectively confirm such release, at the cost and expense of the Company and without the consent or direction of any other Revolving Claimholders. The Liens on the Notes Priority Collateral securing the Revolving Obligations that otherwise would have been released pursuant to the first sentence of this clause (d) but for the application of subclause (ii) in such sentence will be automatically, unconditionally and simultaneously released when such Revolving Default and all other Revolving Defaults cease to exist.

(e) In the event of any private or public Disposition in connection with an Exercise of Secured Creditor Remedies of (i) all or any material portion of the Revolving Priority Collateral by one or more Grantors with the consent of the Revolving Collateral Agent after the occurrence and during the continuance of a Revolving Default (and prior to the Discharge of Revolving Obligations) or (ii) all or any material portion of the Notes Priority Collateral by one or more Grantors with the consent of the Notes Collateral Agent after the occurrence and during the continuance of a Notes Default (and prior to the Discharge of Notes Obligations), which Disposition is conducted by such Grantors with the consent of the Revolving Collateral Agent in the case of the former, or the Notes Collateral Agent in the case of the latter, in connection with good faith efforts by the Revolving Collateral Agent or the Notes Collateral Agent, as the case may be, to collect the Revolving Obligations through the Disposition of Revolving Priority Collateral or the Notes Obligations through the Disposition of Notes Priority Collateral (in either case, any such Disposition, a “Default Disposition”), then the Liens of the Notes Collateral Agent, if any, on such Revolving Priority Collateral and the Liens of the Revolving Collateral Agent, if any, on such Notes Priority Collateral shall be automatically, unconditionally, and simultaneously released (although the proceeds of such Collateral shall remain subject to the terms and priorities set forth in this Agreement).

(f) Until the Discharge of Revolving Obligations occurs, the Notes Collateral Agent, for itself and on behalf of any such Notes Claimholders, hereby irrevocably constitutes and appoints the Revolving Collateral Agent and any officer or agent of the Revolving Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Notes Collateral Agent or such Notes Claimholders, as the case may be, or in the Revolving Collateral Agent’s own name, from time

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to time in the Revolving Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 5.1 with respect to Revolving Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1 with respect to Revolving Priority Collateral, including any endorsements or other instruments of transfer or release.

(g) Until the Discharge of Revolving Obligations occurs, to the extent that the Revolving Claimholders (a) have released any Lien on Revolving Priority Collateral and any such Lien is later reinstated or (b) obtain any new first priority Liens on assets constituting Revolving Priority Collateral from Grantors, then the Notes Claimholders shall be granted a second priority Lien on any such Revolving Priority Collateral.

(h) Until the Discharge of Notes Obligations occurs, the Revolving Collateral Agent, for itself and on behalf of any such Revolving Claimholders, hereby irrevocably constitutes and appoints the Notes Collateral Agent and any officer or agent of the Notes Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving Collateral Agent or such Revolving Claimholders, as the case may be, or in the Notes Collateral Agent’s own name, from time to time in the Notes Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 5.1 with respect to Notes Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1 with respect to Notes Priority Collateral, including any endorsements or other instruments of transfer or release.

(i) Until the Discharge of Notes Obligations occurs, to the extent that the Notes Claimholders (a) have released any Lien on Notes Priority Collateral and any such Lien is later reinstated or (b) obtain any new first priority Liens on assets constituting Notes Priority Collateral from Grantors, then the Revolving Claimholders shall be granted a second priority Lien on any such Notes Priority Collateral.

5.2. Insurance.

(a) Unless and until the Discharge of Revolving Obligations has occurred: (i) the Revolving Collateral Agent and the Revolving Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors under the Revolving Loan Documents, to adjust and settle any claim under any insurance policy covering the Revolving Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) in respect of the Revolving Priority Collateral; and (ii) all proceeds of any such insurance policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of Revolving Priority Collateral, shall be paid, subject to the rights of the Grantors under the Revolving Loan Documents, first, to the Revolving Claimholders, until the Discharge of Revolving Obligations, second, to the Notes Claimholders, until the Discharge of Notes Obligations, and third, to the owner of the subject property, such other person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct.

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(b) Unless and until the Discharge of Notes Obligations has occurred: (i) the Notes Collateral Agent and the Notes Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors under the Notes Documents, to adjust and settle any claim under any insurance policy covering the Notes Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) in respect of the Notes Priority Collateral; and (ii) all proceeds of any such insurance policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of Notes Priority Collateral, shall be paid, subject to the rights of Grantors under the Notes Documents, first, to Notes Claimholders, until the Discharge of Notes Obligations, second, to the Revolving Claimholders, until the Discharge of Revolving Obligations, and third, to the owner of the subject property, such other person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct.

Notwithstanding anything contained in this Agreement to the contrary, in the event that any proceeds are derived from any insurance policy that covers Revolving Priority Collateral and Notes Priority Collateral where the allocation of proceeds is not stipulated between Revolving Priority Collateral and Notes Priority Collateral, then solely for purposes of this Agreement, the portion of the aggregate proceeds determined to be proceeds of the Revolving Priority Collateral on the one hand and Notes Priority Collateral on the other hand, shall first be allocated to the Revolving Priority Collateral in an amount equal to the lesser of (x) the total proceeds of such insurance policy and (y) the greater of (i) the value of such Revolving Priority Collateral included in the Borrowing Base (as defined in the Revolving Credit Agreement) and (ii) the net book value of such Revolving Priority Collateral recorded on the applicable Grantor’s books in accordance with GAAP, in each case for this clause (y), as assessed by the Revolving Collateral Agent in consultation with the Notes Collateral Agent on the date of the loss associated with the insurance proceeds, with the balance, if any, allocated to the Notes Priority Collateral. If any insurance claim includes both Revolving Priority Collateral and Notes Priority Collateral, the insurer will not settle such claim separately with respect to Revolving Priority Collateral and Notes Priority Collateral, and if the Revolving Collateral Agent and the Notes Collateral Agent are unable after negotiating in good faith to agree on the settlement for such claim, each Collateral Agent may apply to a court of competent jurisdiction to make a determination as to the settlement of such claim, and the court’s determination shall be binding upon the parties. If any Collateral Agent or any Claimholder shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Section 5.2, it shall pay such proceeds over to the other Collateral Agent in accordance with the terms of Section 4.2, as the case may be.

5.3. Amendments; Refinancings.

(a) The Revolving Loan Documents may be amended, restated, amended and restated, replaced, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Revolving Obligations (or portions thereof)) and the Revolving Obligations may be Refinanced, in each case without notice to, or the consent of, the Notes Collateral Agent or the Notes Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to the Notes Collateral Agent for the benefit of itself and the Notes Claimholders) to the terms of this

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Agreement; provided further, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not result in a Notes Default; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all of the Claimholders.

(b) The Notes Documents may be amended, restated, amended and restated, replaced, supplemented, or otherwise modified in accordance with their terms (or replaced in connection with a Refinancing of the Notes Obligations) and the Notes Obligations may be Refinanced, in each case without notice to, or the consent of, the Revolving Collateral Agent or the Revolving Claimholders, all without affecting the lien subordination or other provisions of this Agreement; provided, however, that, in the case of a Refinancing, the holders of such Refinancing debt bind themselves (in a writing addressed to the Revolving Collateral Agent for the benefit of itself and the Revolving Claimholders) to the terms of this Agreement; provided further, however, that any such amendment, restatement, amendment and restatement, replacement, supplement, modification, or Refinancing shall not, result in a Revolving Default; provided further, however, that, if such Refinancing debt is secured by a Lien on any Collateral the holders of such Refinancing debt shall be deemed bound by the terms hereof regardless of whether or not such writing is provided. For the avoidance of doubt, the sale or other transfer of indebtedness is not restricted by this Agreement but the provisions of this Agreement shall be binding on all of the Claimholders.

(c) So long as the Discharge of Revolving Obligations has not occurred, the Notes Collateral Agent agrees that each Notes Collateral Document shall include the following language (or similar language acceptable to the Revolving Collateral Agent): “Notwithstanding anything herein to the contrary, the Liens and security interests granted to Wells Fargo Bank, National Association, as Notes Collateral Agent, pursuant to this Agreement in any Collateral and the exercise of any right or remedy by Wells Fargo Bank, National Association, as Notes Collateral Agent with respect to any Collateral hereunder, are subject to the provisions of the Intercreditor Agreement, dated as of October 21, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as Revolving Collateral Agent, Wells Fargo Bank, National Association, as Notes Collateral Agent, and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

(d) In connection with any Refinancing or replacement contemplated by this Section 5.3, this Agreement may be amended at the written request and sole expense of the Company (subject to the provisions of clauses (a) and (b) above in this Section 5.3), and without the consent of the Revolving Collateral Agent or the Notes Collateral Agent, (i) to add parties (or any authorized agent or trustee therefor) providing any such Refinancing or replacement indebtedness, (ii) to establish that Liens on any Notes Priority Collateral securing the indebtedness being Refinanced or replaced shall have the same priority as the Liens on any Notes Priority Collateral securing the Collateral being Refinanced or replaced, and (iii) to

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establish that the Liens on any Revolving Priority Collateral securing such Refinancing or replacement indebtedness shall have the same priority as the Liens on any Revolving Priority Collateral securing the indebtedness being Refinanced or replaced, all on the terms provided for herein immediately prior to such Refinancing or replacement.

(e) So long as the Discharge of Notes Obligations has not occurred, the Revolving Collateral Agent agrees that each Revolving Collateral Document shall include the following language (or similar language acceptable to the Notes Collateral Agent): “Notwithstanding anything herein to the contrary, the liens and security interests granted to the Revolving Collateral Agent pursuant to this Agreement in any Collateral and the exercise of any right or remedy by the Revolving Collateral Agent with respect to any Collateral hereunder, are subject to the provisions of the Intercreditor Agreement, dated as of October 21, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among Deutsche Bank AG New York Branch, as Revolving Collateral Agent, Wells Fargo Bank, National Association, as Notes Collateral Agent and the Grantors (as defined in the Intercreditor Agreement) from time to time party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Agreement, the terms of the Intercreditor Agreement shall govern and control.”

5.4. Bailee for Perfection.

(a) The Revolving Collateral Agent and the Notes Collateral Agent each agree to hold or control that part of the Collateral that is in its possession or control (or in the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable law (such Collateral, which shall include, without limitation, deposit account control agreements, being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary agent for the Notes Collateral Agent or the Revolving Collateral Agent, as applicable (such bailment and agency being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2), 9-313(c), 9-104, 9-105, 9-106, and 9-107 of the UCC), solely for the purpose of perfecting the security interest granted under the Notes Documents or the Revolving Loan Documents, as applicable, subject to the terms and conditions of this Section 5.4. The Notes Collateral Agent and the Notes Claimholders hereby appoint the Revolving Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Revolving Collateral Agent has a perfected security interest under the UCC. The Revolving Collateral Agent and the Revolving Claimholders hereby appoint the Notes Collateral Agent as their gratuitous bailee for the purposes of perfecting their security interest in all Pledged Collateral in which the Notes Collateral Agent has a perfected security interest under the UCC. Each of the Revolving Collateral Agent and the Notes Collateral Agent hereby accept such appointments pursuant to this Section 5.4(a) and acknowledge and agree that it shall act for the benefit of the other Claimholders with respect to any Pledged Collateral and that any proceeds received by the Revolving Collateral Agent or the Notes Collateral Agent, as the case may be, under any Pledged Collateral shall be applied in accordance with Section 4. In furtherance of the foregoing, each Grantor hereby grants a security interest in the Pledged Collateral to (x) the Revolving Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders and (y) the Notes Collateral Agent for the benefit of the Revolving Claimholders and the Notes Claimholders. Unless and until the Discharge of Revolving Obligations, the Notes Collateral

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Agent agrees to promptly notify the Revolving Collateral Agent of any Pledged Collateral constituting Revolving Priority Collateral held by it or actually known by it to be held by any other Notes Claimholders, and, immediately upon the request of the Revolving Collateral Agent at any time prior to the Discharge of Revolving Obligations, the Notes Collateral Agent agrees to deliver to the Revolving Collateral Agent any such Pledged Collateral held by it or by any Notes Claimholders, together with any necessary endorsements (or otherwise allow the Revolving Collateral Agent to obtain control of such Pledged Collateral). Unless and until the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to promptly notify the Notes Collateral Agent of any Pledged Collateral constituting Notes Priority Collateral held by it or actually known by it to be held by any other Revolving Claimholders, and, immediately upon the request of the Notes Collateral Agent at any time prior to the Discharge of Notes Obligations, the Revolving Collateral Agent agrees to deliver to the Notes Collateral Agent any such Pledged Collateral held by it or by any Revolving Claimholders, together with any necessary endorsements (or otherwise allow the Notes Collateral Agent to obtain control of such Pledged Collateral). The Revolving Collateral Agent hereby agrees that upon the Discharge of Revolving Obligations, upon the written request of the Notes Collateral Agent, to the extent that the applicable control agreement is in full force and effect and has not been terminated, the Revolving Collateral Agent shall continue to act as such a bailee and non-fiduciary agent for the Notes Collateral Agent (solely for the purpose of perfecting the security interest granted under the Notes Documents and at the expense of the Notes Collateral Agent (as such expenses will be reimbursed pursuant to the provisions of the Indenture)) with respect to the deposit account or securities account that is the subject of such control agreement, until the earlier to occur of (x) 60 days after the date when the Discharge of Revolving Obligations has occurred, and (y) the date when a control agreement is executed in favor of the Notes Collateral Agent with respect to such deposit account or securities account.

(b) Subject to the terms of this Agreement, until the Discharge of Revolving Obligations has occurred, the Revolving Collateral Agent shall be entitled to deal with the Revolving Priority Collateral in accordance with the terms of the Revolving Loan Documents as if the Liens of the Notes Collateral Agent under the Notes Documents did not exist. The rights of the Notes Collateral Agent shall at all times be subject to the terms of this Agreement and to the Revolving Collateral Agent’s rights under the Revolving Loan Documents.

(c) Subject to the terms of this Agreement, until the Discharge of Notes Obligations has occurred, the Notes Collateral Agent shall be entitled to deal with the Notes Priority Collateral in accordance with the terms of the Notes Documents as if the Liens of the Revolving Collateral Agent under the Revolving Loan Documents did not exist. The rights of the Revolving Collateral Agent shall at all times be subject to the terms of this Agreement and to the Notes Collateral Agent’s rights under the Indenture.

(d) The Revolving Collateral Agent shall have no obligation whatsoever to the Notes Collateral Agent or any Notes Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The Notes Collateral Agent shall have no obligation whatsoever to the Revolving Collateral Agent or any Revolving Claimholder to ensure that the Pledged Collateral is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4. The duties or responsibilities of the Revolving

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Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Revolving Obligations as provided in paragraph (e) of this Section 5.4. The duties or responsibilities of the Notes Collateral Agent under this Section 5.4 shall be limited solely to holding or controlling the Pledged Collateral as bailee and agent in accordance with this Section 5.4 and delivering the Pledged Collateral upon a Discharge of Notes Obligations as provided in paragraph (f) of this Section 5.4.

(e) The Revolving Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Notes Collateral Documents, this Agreement, or any other document a fiduciary relationship in respect of the Notes Collateral Agent or any Notes Claimholder. The Notes Collateral Agent acting pursuant to this Section 5.4 shall not have by reason of the Revolving Collateral Documents, the Notes Collateral Documents, this Agreement, or any other document a fiduciary relationship in respect of the Revolving Collateral Agent or any Revolving Claimholder.

(f) Upon the Discharge of Revolving Obligations, the Revolving Collateral Agent (x) shall deliver or cause to be delivered the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees, together with any necessary endorsements, first, to the Notes Collateral Agent to the extent Notes Obligations remain outstanding as confirmed in writing by the Notes Collateral Agent, and, to the extent that the Notes Collateral Agent confirms no Notes Obligations are outstanding, second, to the applicable Grantor to the extent no Revolving Obligations or Notes Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral) or as a court of competent jurisdiction may otherwise direct (y) and will cooperate with the Notes Collateral Agent and such Grantor, as the case may be, in assigning (without recourse to or warranty by the Revolving Collateral Agent or any other Revolving Claimholder or agent or bailee thereof) control over any other Revolving Priority Collateral under its control. At such time, the Revolving Collateral Agent further agrees to take all other action reasonably requested by the Notes Collateral Agent at the sole cost and expense of the Company (including amending any outstanding control agreements) to enable the Notes Collateral Agent to obtain a first priority security interest in the Collateral.

(g) Upon the Discharge of Notes Obligations, the Notes Collateral Agent (x) shall deliver the remaining Pledged Collateral (if any) in its possession or in the possession of its agents or bailees together with any necessary endorsements, first, to the Revolving Collateral Agent to the extent the Revolving Obligations remain outstanding as confirmed in writing by the Revolving Collateral Agent, and, to the extent that the Revolving Collateral Agent confirms no Revolving Obligations are outstanding, second, to the applicable Grantor to the extent no Revolving Obligations or Notes Obligations that are secured by such Pledged Collateral remain outstanding (in each case, so as to allow such person to obtain possession or control of such Pledged Collateral) or as a court of competent jurisdiction might otherwise direct (y) and will cooperate with the Revolving Collateral Agent and such Grantor, as the case may be, in assigning (without recourse to or warranty by the Notes Collateral Agent or any other Notes Claimholder or agent or bailee thereof) control over any other Notes Priority Collateral under its control. At such time, the Notes Collateral Agent further agrees to take all other action reasonably requested by the Revolving Collateral Agent at the sole cost and expense of the Company (including amending any outstanding control agreements) to enable the Revolving Collateral Agent to obtain a first priority security interest in the Collateral.

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5.5. When Discharge of Obligations Deemed to Not Have Occurred.

(a) If the Company enters into any Refinancing of the Revolving Obligations with Indebtedness permitted under the Notes Documents that is intended to be secured by the Revolving Priority Collateral on a first-priority basis, then a Discharge of Revolving Obligations shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Revolving Obligations shall be treated as Revolving Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Revolving Collateral Agent under the Revolving Loan Documents effecting such Refinancing shall be the Revolving Collateral Agent for all purposes of this Agreement. The Revolving Collateral Agent under such Revolving Loan Documents shall agree (in a writing addressed to the Notes Collateral Agent) to be bound by the terms of this Agreement.

(b) If the Notes Issuer enters into any Refinancing of any of the Notes Obligations with Indebtedness that is permitted under the Revolving Loan Documents and each Notes Document, if any, then in effect (other than any Notes Documents in respect of the Notes Obligations being Refinanced) that is intended to be secured by the Notes Priority Collateral on a firstpriority basis, then a Discharge of Notes Obligations with respect to such Notes Obligations so Refinanced shall be deemed not to have occurred for all purposes of this Agreement, and the obligations under such Refinancing of such Notes Obligations shall be treated as Notes Obligations for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the collateral agent or other designated representative for the lender or investor or group of lenders or investors under the Notes Documents effecting such Refinancing shall be (x) in the case of the Notes Obligations in respect of the Notes, the Notes Collateral Agent and (y) in the case of any Additional Pari Passu Obligations, an Additional Pari Passu Obligations Agent for all purposes of this Agreement and, to the extent that such Additional Pari Passu Obligations Agent has also been designated in writing by the holders of a majority of the then outstanding principal amount of the Notes Obligations (including the obligations under such Refinancing) to act as Notes Collateral Agent for purposes of this Agreement or there are no other Notes Obligations then outstanding, shall also be the Notes Collateral Agent for all purposes of this Agreement. The collateral agent or other designated representative for the lender or investor or group of lenders or investors under such Notes Documents shall agree in a joinder agreement to this Agreement to be bound by the terms of this Agreement as an “Additional Pari Passu Obligations Agent” or the “Notes Collateral Agent”, as the case may be, and the lender or investor group of lenders or investors shall agree (in a writing addressed to the Notes Collateral Agent) to be bound by the terms of this Agreement.

5.6. Injunctive Relief. Should any Claimholder in any way take, attempt to, or threaten to take any action contrary to terms of this Agreement with respect to the Collateral, or fail to take any action required by this Agreement, the Notes Collateral Agent, the Revolving Collateral Agent or any other Claimholder, as the case may be, may obtain relief against such Claimholder by injunction, specific performance, or other appropriate equitable relief, it being understood and agreed by each of the Notes Collateral Agent, the Revolving Collateral Agent

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and each Claimholder that (a) non-breaching Claimholders’ damages from such actions may at that time be difficult to ascertain and may be irreparable, and (b) each Claimholder waives any defense that such Grantor and/or other Claimholders can demonstrate damage and/or be made whole by the awarding of damages. The Revolving Collateral Agent, the Notes Collateral Agent and each Claimholder hereby irrevocably waive any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Revolving Collateral Agent or the Revolving Claimholders or the Notes Collateral Agent or the Notes Claimholders, as the case may be.

SECTION 6. Insolvency Proceedings.

6.1. Enforceability and Continuing Priority. This Agreement shall be applicable both before and after the commencement of any Insolvency Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or in respect of any Collateral or proceeds of Collateral shall continue after the commencement of any Insolvency Proceeding. Accordingly, the provisions of this Agreement (including, without limitation, Section 2.1) are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. All references in this Agreement to any Grantor shall include such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor in any Insolvency Proceeding.

6.2. Financing.

(a) Until the Discharge of Revolving Obligations, if any Grantor shall be subject to any Insolvency Proceeding and the Revolving Collateral Agent shall consent to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code; herein, “Cash Collateral”) constituting Revolving Priority Collateral, or to permit any Grantor to obtain financing provided by any one or more Revolving Claimholders or other Persons under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law secured by a Lien on such Revolving Priority Collateral that is (i) senior or pari passu with the Liens on the Revolving Priority Collateral securing the Revolving Obligations and (ii) junior to the Liens on the Notes Priority Collateral securing the Notes Obligations (such financing, a “DIP Financing”), and if the Grantors desire to obtain authorization from the applicable Bankruptcy Court to use such Cash Collateral or to obtain such DIP Financing, then each of the Notes Collateral Agent and each other Notes Claimholder agrees that it will be deemed to have consented, will raise no objection to, nor support any other Person objecting to or contesting, the use of such Cash Collateral or to such DIP Financing (except to the extent provided in Section 6.5) and, to the extent the Liens securing the Revolving Obligations are discharged, subordinated to, or pari passu with any new Liens securing such DIP Financing, the Notes Collateral Agent will subordinate its Liens in the Revolving Priority Collateral to the Liens securing such DIP Financing to the extent consistent with the other provisions of this Agreement; provided that (a) the Notes Collateral Agent retains its Lien on the Collateral to secure the Notes Obligations and as to the Notes Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on the Notes Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of the Notes Collateral Agent on the Notes Priority Collateral, (b) all Liens on Revolving Priority Collateral securing any such DIP Financing shall be senior to or on a parity with the Liens of the Revolving Collateral Agent and the Revolving Claimholders

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securing the Revolving Obligations on Revolving Priority Collateral, (c) the interest rate, fees and advance rates of any such DIP Financing are commercially reasonable under the circumstances, (d) any such Cash Collateral use or DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or DIP Financing documentation, (e) any Cash Collateral order or DIP Financing documentation does not expressly require the liquidation of the Collateral prior to a default under the Cash Collateral order or DIP financing documentation, (f) to the extent that the Revolving Collateral Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency Proceeding, the Notes Claimholders are granted a Lien on such additional Collateral with the relative priority set forth in Section 2.1 (and neither the Revolving Collateral Agent nor any Revolving Claimholder shall oppose any motion by any Notes Claimholder to receive, or the granting of, such a Lien), and (g) the terms of such DIP Financing or Cash Collateral order do not require such Notes Claimholders to extend additional credit pursuant to such DIP Financing or Cash Collateral order. If the Revolving Claimholders or other Persons offer to provide DIP Financing that meets the requirements set forth in clauses (a) through (g) above in this paragraph, and if the Grantors desire to obtain authorization from the applicable Bankruptcy Court to obtain such DIP Financing, the Notes Collateral Agent agrees, on behalf of itself and the other Notes Claimholders, that no Notes Claimholder shall, directly or indirectly, provide, offer to provide, or support any financing competing with the DIP Financing including a Term DIP Financing. The foregoing provisions of this Section 6.2(a) shall not prevent the Notes Collateral Agent from objecting to any provision in any Cash Collateral order or DIP Financing documentation relating to any provision or content of a plan of reorganization.

(b) Until the Discharge of Notes Obligations, if any Grantor shall be subject to any Insolvency Proceeding and the Notes Collateral Agent consents to the use of Cash Collateral constituting Notes Priority Collateral or to permit any Grantor to obtain financing provided by any one or more Notes Claimholders under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law secured by a Lien on Notes Priority Collateral that is (i) senior or pari passu with the Liens on the Notes Priority Collateral securing the Notes Obligations and (ii) junior to the Liens on the Revolving Priority Collateral securing the Revolving Obligations (such financing, a “Term DIP Financing”), and if the Grantors desire to obtain authorization from the Bankruptcy Court to use such Cash Collateral or to obtain such Term DIP Financing, then each of the Revolving Collateral Agent and each other Revolving Claimholder agrees that it will be deemed to have consented, will raise no objection to, nor support any other Person objecting to or contesting, the use of such Cash Collateral or to such Term DIP Financing (except to the extent provided in Section 6.5) and to the extent the Liens securing the Notes Obligations are discharged, subordinated to, or pari passu with any new Liens securing such Term DIP Financing, the Revolving Collateral Agent will subordinate Revolving Claimholders’ Liens in the Notes Priority Collateral to the Liens securing such Term DIP Financing; provided that (a) the Revolving Collateral Agent retains its Lien on the Collateral to secure the Revolving Obligations and, as to the Revolving Priority Collateral only, such Lien has the same priority as existed prior to the commencement of the Insolvency Proceeding and any Lien on the Revolving Priority Collateral securing such Term DIP Financing is junior and subordinate to the Lien of the Revolving Collateral Agent on the Revolving Priority Collateral, (b) all Liens on Notes Priority Collateral securing any such Term DIP Financing shall be senior to or on parity with the Liens of

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the Notes Collateral Agent and the Notes Claimholders securing the Notes Obligations on Notes Priority Collateral, (c) the interest rate, fees and advance rates of any such Term DIP Financing are commercially reasonable under the circumstances, (d) any such use of Cash Collateral or Term DIP Financing does not compel any Grantor to seek confirmation of a specific plan of reorganization for which all or substantially all of the material terms are set forth in the Cash Collateral order or Term DIP Financing documentation, (e) any Cash Collateral order or Term DIP Financing documentation does not expressly require the liquidation of the Collateral prior to a default under the Cash Collateral order or Term DIP Financing documentation, (f) to the extent that the Notes Collateral Agent is granted adequate protection in the form of a Lien on Collateral arising after the commencement of the Insolvency Proceeding, the Revolving Claimholders are permitted to seek a Lien on such additional Collateral with the relative priority set forth in Section 2.1 (and neither the Notes Collateral Agent nor any Notes Claimholder shall oppose any motion by any Revolving Claimholder to receive such a Lien), and (g) the terms of such Term DIP Financing do not require such Revolving Claimholders to extend additional credit pursuant to such Term DIP Financing. If the Notes Claimholders offer to provide Term DIP Financing that meets the requirements set forth in clauses (a) through (g) above and DIP Financing is not provided as set forth in Section 6.2(a), and if the Grantors desire to obtain authorization from the Bankruptcy Court to obtain such Term DIP Financing, the Revolving Collateral Agent agrees, on behalf of itself and the other Revolving Claimholders, that no Revolving Claimholder shall, directly or indirectly, provide, offer to provide, or support any DIP Financing other than the Term DIP Financing. The foregoing provisions of this Section 6.2(b) shall not prevent the Revolving Collateral Agent or any Revolving Claimholder from objecting to any provision in Term DIP Financing documentation relating to any provision or content of a plan of reorganization.

(c) All Liens granted to the Revolving Collateral Agent or the Notes Collateral Agent in any Insolvency Proceeding, whether as adequate protection or otherwise, are intended by the parties to be and shall be deemed to be subject to the Lien priorities in Section 2.1 and the other terms and conditions of this Agreement.

6.3. Sales. Subject to Section 3.7, each of the Notes Collateral Agent and the Revolving Collateral Agent agrees that it will consent, and will not object or oppose (or support any Person in objecting to or opposing) a motion to Dispose of any Priority Collateral of the other party free and clear of any Liens or other claims in favor of such other party under Section 363 of the Bankruptcy Code if the requisite Revolving Claimholders under the Revolving Credit Agreement or the requisite Notes Claimholders under the Indenture, as the case may be, have consented to such Disposition of such assets, so long as the Liens of the respective Claimholders on such Collateral attach to the proceeds thereof subject to the relative priorities set forth in this Agreement, and such motion does not impair, subject to the priorities set forth in this Agreement, the rights of such party under Section 363(k) of the Bankruptcy Code (so long as the right of Notes Claimholders to offset its claim against the purchase price for any Revolving Priority Collateral exists only after the Discharge of Revolving Obligations, and so long as the right of Revolving Claimholders to offset its claim against the purchase price for any Notes Priority Collateral exists only after the Discharge of Notes Obligations). The foregoing to the contrary notwithstanding, each of the Notes Collateral Agent and the Revolving Collateral Agent may raise any objections to such Disposition of the other party’s Priority Collateral that could be

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raised by a creditor of Grantors whose claims are not secured by Liens on such Priority Collateral, provided such objections are not inconsistent with any other term or provision of this Agreement and are not based on their status as secured creditors (without limiting the foregoing, neither the Notes Collateral Agent nor the Revolving Collateral Agent may raise any objections based on rights afforded by Sections 363(e) and (f) of the Bankruptcy Code to secured creditors (or any comparable provision of any other Bankruptcy Law) with respect to the Liens granted to such Person in respect of such assets).

6.4. Relief from the Automatic Stay.

(a) Until the Discharge of Revolving Obligations has occurred, the Notes Collateral Agent, on behalf of itself and the other Notes Claimholders, agrees not to seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Revolving Priority Collateral, without the prior written consent of the Revolving Collateral Agent.

(b) Until the Discharge of Notes Obligations has occurred, the Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, agrees not to seek (or support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of the Notes Priority Collateral, without the prior written consent of the Notes Collateral Agent.

6.5. Adequate Protection.

(a) In any Insolvency Proceeding involving a Grantor, each of the Revolving Collateral Agent, the Revolving Claimholders, the Notes Collateral Agent and the Notes Claimholders agrees that it will not contest (or support any other Person contesting) (i) any motion or other request by the Notes Collateral Agent or any Notes Claimholder, with respect to the Notes Priority Collateral, prior to the Discharge of Notes Obligations or the Revolving Collateral Agent or any Revolving Claimholder, with respect to the Revolving Priority Collateral, prior to the Discharge of Revolving Obligations, in each case, for adequate protection or (ii) any objection by the Notes Collateral Agent or any Notes Claimholder, with respect to the Notes Priority Collateral, prior to the Discharge of Notes Obligations, or the Revolving Collateral Agent or any Revolving Claimholder, with respect to the Revolving Priority Collateral, prior to the Discharge of Revolving Obligations, claiming a lack of adequate protection.

(b) Subject to Sections 6.1 and 6.3, and other provisions hereof, in any Insolvency Proceeding involving a Grantor, (i) the Notes Collateral Agent and the Notes Claimholders may seek, without objection from Revolving Claimholders, adequate protection with respect to their rights in the Notes Priority Collateral, and (ii) the Revolving Collateral Agent and the Revolving Claimholders may seek, without objection from Notes Claimholders, adequate protection with respect to their rights in the Revolving Priority Collateral; provided that if any of the Notes Collateral Agent, the Notes Claimholders, the Revolving Collateral Agent or the Revolving Claimholders are granted adequate protection in the form of an additional or replacement Lien (on existing or future assets of any of the Grantors), claim, payment or otherwise, such additional or replacement Lien or other adequate protection shall be subject to the terms of this Agreement. Without limiting the generality of the foregoing, (a) to the extent that the Notes Collateral

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Agent is granted adequate protection in the form of an additional or replacement Lien on Notes Priority Collateral arising after the commencement of the Insolvency Proceeding, the Revolving Claimholders shall be permitted to seek a Lien on such Collateral with the relative priority set forth in Section 2.1 (and neither the Notes Collateral Agent nor any Notes Claimholder shall oppose (or join with any other Person in opposing) any motion by any Revolving Claimholder to receive such a Lien), and (b) to the extent that the Revolving Collateral Agent is granted adequate protection in the form of an additional or replacement Lien on Revolving Priority Collateral arising after the commencement of the Insolvency Proceeding, the Notes Claimholders shall be permitted to seek a Lien on such Collateral with the relative priority set forth in Section 2.1 (and neither the Revolving Collateral Agent nor any Revolving Claimholder shall oppose (or join with any other Person in opposing) any motion by any Notes Claimholder to receive, or the granting of, such a Lien). If the Revolving Collateral Agent, for itself and on behalf of the Revolving Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Notes Priority Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the Notes Priority Collateral, then the Revolving Collateral Agent, for itself and the Revolving Claimholders, agrees that the Notes Collateral Agent shall also be granted a senior replacement or additional Lien on such post-petition assets as adequate protection of its senior interest in the Notes Priority Collateral and that the Revolving Collateral Agent’s replacement or additional Lien thereon shall be subordinated to the replacement or additional Lien of the Notes Collateral Agent thereon on the same basis as the Liens of the Revolving Collateral Agent on the Notes Priority Collateral are subordinated to the Liens of the Notes Collateral Agent on the Notes Priority Collateral under Section 2.1. If the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, seeks or requires (or is otherwise granted) adequate protection of its junior interest in the Revolving Priority Collateral in the form of a replacement or additional Lien on the post-petition assets of the same type as the Revolving Priority Collateral, then the Notes Collateral Agent, for itself and the Notes Claimholders, agrees that the Revolving Collateral Agent shall also be granted a senior replacement or additional Lien on such post-petition assets as adequate protection of its senior interest in the Revolving Priority Collateral and that the Notes Collateral Agent’s replacement or additional Lien thereon shall be subordinated to the replacement or additional Lien of the Revolving Collateral Agent thereon on the same basis as the Liens of the Notes Collateral Agent on the Revolving Priority Collateral are subordinated to the Liens of the Revolving Collateral Agent on the Revolving Priority Collateral under Section 2.1.

(c) Neither the Notes Collateral Agent nor any other Notes Claimholder shall object to, oppose, or challenge any claim by the Revolving Collateral Agent or any Revolving Claimholder for allowance in any Insolvency Proceeding of Revolving Obligations consisting of Post-Petition Interest.

(d) Neither the Revolving Collateral Agent nor any other Revolving Claimholder shall object to, oppose, or challenge any claim by the Notes Collateral Agent or any Notes Claimholder for allowance in any Insolvency Proceeding of Notes Obligations consisting of Post-Petition Interest.

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6.6. Section 1111(b) of the Bankruptcy Code. Neither the Notes Collateral Agent, for itself and on behalf of the other Notes Claimholders, nor the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, shall object to, oppose, support any objection, or take any other action to impede, the right of any Claimholder to make an election under Section 1111(b)(2) of the Bankruptcy Code in connection with its Priority Collateral in any Insolvency Proceeding. So long as the respective rights and remedies available to the Notes Collateral Agent and the Revolving Collateral Agent hereunder are not impaired thereby, each of the Notes Collateral Agent and the Revolving Collateral Agent waives any claim it may hereafter have against any Claimholder arising out of the election by such Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or financing arrangement or out of any grant of a security interest in connection with its Priority Collateral in any Insolvency Proceeding.

6.7. Avoidance Issues. If any Claimholder is required in any Insolvency Proceeding or otherwise to turn over, disgorge or otherwise pay to the estate of any Grantor any amount paid in respect of the Revolving Obligations or the Notes Obligations, as the case may be (a “Recovery”), then such Claimholders shall be entitled to a reinstatement of the Revolving Obligations or the Notes Obligations, to the extent set forth in the Revolving Loan Documents or the Notes Documents, as applicable, with respect to all such recovered amounts, and all rights, interests, priorities and privileges recognized in this Agreement shall apply with respect to any such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement. This Section 6.7 shall survive the termination of this Agreement.

6.8. Plan of Reorganization.

(a) If, in any Insolvency Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed or reinstated (in whole or in part) pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of the Revolving Obligations and on account of the Notes Obligations, then, to the extent the debt obligations distributed on account of the Revolving Obligations and on account of the Notes Obligations are secured by Liens upon the same property, the priorities and other provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

(b) Neither the Revolving Collateral Agent or any Revolving Claimholder nor the Notes Collateral Agent or any Notes Claimholder shall propose, vote for, or otherwise support directly or indirectly any plan of reorganization that is inconsistent with the priorities or other provisions of this Agreement.

6.9. Agreement During Insolvency. The Revolving Collateral Agent and each other Revolving Claimholder hereby agree that in connection with any Insolvency Proceeding involving any Grantor, no Revolving Claimholder will take or support any other party in taking any action in contravention of the provisions of this Agreement, or exercise any right to vote, consent, approve or otherwise support confirmation of any plan which is contrary to the

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provisions of this Agreement. The Notes Collateral Agent and each other Notes Claimholder hereby agree that in connection with any Insolvency Proceeding involving any Grantor, no Notes Claimholder will take or support any other party in taking any action in contravention of the provisions of this Agreement, or exercise any right to vote, consent, approve or otherwise support confirmation of any plan which is contrary to the provisions of this Agreement.

6.10. Separate Grants of Security and Separate Classification. The Revolving Collateral Agent, on behalf of the Revolving Claimholders, and the Notes Collateral Agent, on behalf of the Notes Claimholders, acknowledge and intend that: the respective grants of Liens pursuant to the Revolving Collateral Documents and the Notes Collateral Documents constitute two separate and distinct grants of Liens, and because of, among other things, their differing rights in the Collateral, (i) the Notes Obligations are fundamentally different from the Revolving Obligations and (ii) the Revolving Obligations are fundamentally different from the Notes Obligations and, in each case, must be separately classified in any plan of reorganization proposed or confirmed (or approved) in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the Revolving Claimholders and the Notes Claimholders in respect of the Collateral constitute claims in the same class (rather than at least two separate classes of secured claims with the priorities described in Section 2.1), then the Revolving Claimholders and the Notes Claimholders hereby acknowledge and agree that all distributions from the Collateral shall be made as if there were two separate classes of Revolving Obligations and Notes Obligations (with the effect being that, to the extent that (i) the aggregate value of the Revolving Claimholders’ Revolving Priority Collateral is sufficient (for this purpose ignoring all claims held by the Notes Claimholders thereon), the Revolving Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest that is available from their Revolving Priority Collateral, before any distribution is made in respect of the Notes Obligations with respect to such Revolving Priority Collateral, with each Notes Claimholder acknowledging and agreeing to turn over to the Revolving Collateral Agent with respect to such Revolving Priority Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Notes Obligations and (ii) the aggregate value of the Notes Claimholders’ Notes Priority Collateral is sufficient (for this purpose ignoring all claims held by the Revolving Claimholders thereon), the Notes Claimholders shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest, fees or expenses that is available from their Notes Priority Collateral, before any distribution is made in respect of the Revolving Obligations with respect to such Notes Priority Collateral, with each Revolving Claimholder acknowledging and agreeing to turn over to the Notes Collateral Agent with respect to such Notes Priority Collateral amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries of the Revolving Obligations).

6.11. Post-Petition Interest.

(a) Neither the Revolving Collateral Agent nor any Revolving Claimholder shall oppose or seek to challenge any claim by the Notes Collateral Agent or any Notes Claimholder

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for allowance in any Insolvency Proceeding of Notes Obligations consisting of Post-Petition Interest to the extent of the value of the Notes Claimholders’ Lien on the Notes Priority Collateral (without regard to the existence of the junior Liens of the Revolving Collateral Agent on behalf of the Revolving Claimholders thereon) or the Revolving Priority Collateral (after taking into account the senior Lien of the Revolving Collateral Agent on behalf of the Revolving Claimholders on the Revolving Priority Collateral).

(b) Neither the Notes Collateral Agent nor any Notes Claimholder shall oppose or seek to challenge any claim by the Revolving Collateral Agent or any Revolving Claimholder for allowance in any Insolvency Proceeding of Revolving Obligations consisting of Post-Petition Interest to the extent of the value of the Revolving Claimholders’ Lien on the Revolving Priority Collateral (without regard to the existence of the junior Liens of the Notes Collateral Agent on behalf of the Notes Claimholders thereon) or the Notes Priority Collateral (after taking into account the senior Lien of the Notes Collateral Agent on behalf of the Notes Claimholders on the Notes Priority Collateral).

SECTION 7. Reliance; Waivers; Etc.

7.1. Reliance. Other than any reliance on the terms of this Agreement, the Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, acknowledges that it and such Revolving Claimholders have, independently and without reliance on the Notes Collateral Agent or any Notes Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Revolving Loan Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Revolving Loan Documents or this Agreement. Other than any reliance on the terms of this Agreement, the Notes Collateral Agent acknowledges on behalf of itself and the other Notes Claimholders that it and such Notes Claimholders have, independently and without reliance on the Revolving Collateral Agent or any Revolving Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the Notes Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Notes Documents or this Agreement.

7.2. No Warranties or Liability. The Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, acknowledges and agrees that the Notes Collateral Agent has made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability, or enforceability of any of the Notes Documents, the ownership by any Grantor of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Notes Collateral Agent and the Notes Claimholders will be entitled to manage and supervise the Notes Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Notes Collateral Agent, on behalf of itself and the other Notes Claimholders, acknowledges and agrees that the Revolving Collateral Agent and the Revolving Claimholders have made no express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability, or enforceability of any of the Revolving Loan Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided herein, the Revolving Claimholders will be entitled to manage and

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supervise their respective loans and extensions of credit under the Revolving Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. Except as expressly provided herein, the Notes Collateral Agent and the Notes Claimholders shall have no duty to the Revolving Collateral Agent or any Revolving Claimholders, and the Revolving Collateral Agent and the Revolving Claimholders shall have no duty to the Notes Collateral Agent and the Notes Claimholders, to act or refrain from acting in a manner that allows, or results in, the occurrence or continuance of a default or an event of default under any agreements with any Grantor (including the Revolving Loan Documents and the Notes Documents), regardless of any knowledge thereof which they may have or be charged with. The Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, acknowledges and agrees that the Notes Collateral Agent may, but shall have no obligation to, take all such actions it determines to perfect or continue the perfection of the Notes Claimholders’ second-priority security interest in the Revolving Priority Collateral and the Notes Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection. The Notes Collateral Agent, on behalf of itself and the other Notes Claimholders, acknowledges and agrees that the Revolving Collateral Agent may, but shall have no obligation to, take all such actions it determines to perfect or continue the perfection of the Revolving Claimholders’ second-priority security interest in the Notes Priority Collateral and the Revolving Collateral Agent shall not be liable for any lapse of perfection or for maintaining perfection.

7.3. No Waiver of Lien Priorities.

(a) No right of the Revolving Claimholders, the Revolving Collateral Agent or any of them to enforce any provision of this Agreement or any Revolving Loan Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by any Revolving Claimholder or the Revolving Collateral Agent, or by any noncompliance by any person with the terms, provisions, and covenants of this Agreement, any of the Revolving Loan Documents or any of the Notes Documents, regardless of any knowledge thereof which the Revolving Collateral Agent or the Revolving Claimholders, or any of them, may have or be otherwise charged with. No right of the Notes Claimholders, the Notes Collateral Agent or any of them to enforce any provision of this Agreement or any Notes Document shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act by any Notes Claimholder or the Notes Collateral Agent, or by any noncompliance by any person with the terms, provisions, and covenants of this Agreement, any of the Notes Documents or any of the Revolving Loan Documents, regardless of any knowledge thereof which the Notes Collateral Agent or the Notes Claimholders, or any of them, may have or be otherwise charged with.

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(b) Without in any way limiting the generality of the foregoing paragraph, but subject to any rights of the Grantors under the Revolving Loan Documents and the Notes Documents and subject to the provisions of Section 5.3(a), the Revolving Collateral Agent and the Revolving Claimholders and any of them may, at any time and from time to time in accordance with the Revolving Loan Documents and/or applicable law, without the consent of, or notice to, the Notes Collateral Agent or any Notes Claimholders, without incurring any liabilities to the Notes Collateral Agent or any Notes Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Notes Collateral Agent or the Notes Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following:

(i) make loans and advances to the Company or any other Grantor or issue, guaranty or obtain letters of credit for account of the Company or any other Grantor or otherwise extend credit to the Company or any other Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing (provided that this shall not limit or otherwise affect in any way any Grantor’s liability under the Notes Documents to the extent any of the foregoing obligations are incurred in violation of any of the Notes Documents);

(ii) change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the Revolving Obligations or any Lien on any Revolving Priority Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Revolving Obligations, without any restriction as to the amount, tenor, or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by the Revolving Collateral Agent or any Revolving Claimholders, the Revolving Obligations, or any of the Revolving Loan Documents;

(iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner (subject to the terms hereof) and in any order any part of the Revolving Priority Collateral or any liability of any Grantor to the Revolving Claimholders or the Revolving Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(iv) settle or compromise any Revolving Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Revolving Obligations) in any manner or order that is not consistent with the terms of this Agreement; and

(v) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy and otherwise deal freely with any Grantor or any Revolving Priority Collateral and any security and any guarantor or any liability of any Grantor to any Revolving Claimholders or any liability incurred directly or indirectly in respect thereof.

(c) Except as otherwise provided herein, the Notes Collateral Agent and the Notes Claimholders also agree that the Revolving Claimholders and the Revolving Collateral Agent shall have no liability to the Notes Collateral Agent and the Notes Claimholders, and the Notes Collateral Agent and the Notes Claimholders hereby waive any claim against any Revolving Claimholder or the Revolving Collateral Agent, arising out of any and all actions which the Revolving Claimholders or the Revolving Collateral Agent may, pursuant to the terms hereof, take, permit or omit to take with respect to:

(i) the Revolving Loan Documents (other than this Agreement);

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(ii) the collection of the Revolving Obligations; or

(iii) the foreclosure upon, or sale, liquidation, or other disposition of, or the failure to foreclose upon, or sell, liquidate, or otherwise dispose of, any Revolving Priority Collateral.

The Notes Collateral Agent and the Notes Claimholders agree that the Revolving Claimholders and the Revolving Collateral Agent have no duty to them in respect of the maintenance or preservation of the Revolving Priority Collateral, the Revolving Obligations, or otherwise.

(d) Without in any way limiting the generality of the foregoing paragraph, but subject to any rights of the Grantors under the Notes Documents and subject to the provisions of Section 5.3(b), the Notes Collateral Agent and any of them may, at any time and from time to time in accordance with the Notes Documents and/or applicable law, without the consent of, or notice to, the Revolving Collateral Agent or the Revolving Claimholders, without incurring any liabilities to the Revolving Collateral Agent or the Revolving Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Revolving Collateral Agent or the Revolving Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following:

(i) make loans and advances to the Company or any other Grantor or issue, guaranty or obtain letters of credit for account of the Company or any other Grantor or otherwise extend credit to the Company or any other Grantor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any default or event of default or failure of condition is then continuing;

(ii) change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the Notes Obligations or any Lien on any Notes Priority Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Notes Obligations, without any restriction as to the amount, tenor, or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by the Notes Collateral Agent or any Notes Claimholders, the Notes Obligations, or any of the Notes Documents;

(iii) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner (subject to the terms hereof) and in any order any part of the Notes Priority Collateral or any liability of any Grantor to the Notes Claimholders or the Notes Collateral Agent, or any liability incurred directly or indirectly in respect thereof;

(iv) settle or compromise any Notes Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in

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respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Notes Obligations) in any manner or order that is not consistent with this Agreement; and

(v) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy and otherwise deal freely with any Grantor or any Notes Priority Collateral and any security and any guarantor or any liability of any Grantor to the Notes Collateral Agent or any Notes Claimholders or any liability incurred directly or indirectly in respect thereof.

(e) Except as otherwise provided herein, the Revolving Claimholders and the Revolving Collateral Agent also agree that the Notes Collateral Agent and the Notes Claimholders shall have no liability to the Revolving Claimholders and the Revolving Collateral Agent, and the Revolving Claimholders and the Revolving Collateral Agent hereby waive any claim against the Notes Collateral Agent and the Notes Claimholders, arising out of any and all actions which the Notes Collateral Agent and the Notes Claimholders may, pursuant to the terms hereof, take, permit or omit to take with respect to:

(i) the Notes Documents (other than this Agreement);

(ii) the collection of the Notes Obligations; or

(iii) the foreclosure upon, or sale, liquidation, or other disposition of, or the failure to foreclose upon, or sell, liquidate, or otherwise dispose of, any Notes Priority Collateral.

The Revolving Claimholders and the Revolving Collateral Agent agree that the Notes Collateral Agent and the Notes Claimholders have no duty to them in respect of the maintenance or preservation of the Notes Priority Collateral, the Notes Obligations, or otherwise.

(f) Until the Discharge of Revolving Obligations and the Discharge of Notes Obligations, each of the Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, and the Notes Collateral Agent, on behalf of itself and the other Notes Claimholders, agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead, or otherwise assert, or otherwise claim the benefit of, any marshaling, appraisal, valuation, or other similar right that may otherwise be available under applicable law with respect to the other party’s Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.

7.4. Obligations Unconditional. For so long as this Agreement is in full force and effect, all rights, interests, agreements and obligations of the Revolving Collateral Agent and the Revolving Claimholders and the Notes Collateral Agent and the Notes Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any Revolving Loan Documents or any Notes Documents;

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(b) except as otherwise expressly restricted in this Agreement, any change in the time, manner, or place of payment of, or in any other terms of, all or any of the Revolving Obligations or Notes Obligations, or any amendment or waiver or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Revolving Loan Document or any Notes Document;

(c) except as otherwise expressly restricted in this Agreement, any exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Revolving Obligations or Notes Obligations or any guarantee thereof;

(d) the commencement of any Insolvency Proceeding in respect of any Grantor; or

(e) any other circumstances which otherwise might constitute a defense available to, or a discharge of, any Grantor in respect of the Revolving Collateral Agent, the Revolving Obligations, any Revolving Claimholder, the Notes Collateral Agent, any Notes Claimholder, or the Notes Obligations in respect of this Agreement.

SECTION 8. Representations and Warranties.

8.1. Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto as follows:

(a) Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has duly authorized the execution and delivery of this Agreement and the performance of its obligations hereunder.

(b) Such execution, delivery and performance by or on behalf of such party does not violate any applicable law or any governmental rule or regulation or any agreement or instrument by which such party is bound, and requires no consent of any Governmental Authority or other consent that has not been obtained and is not in full force and effect.

(c) This Agreement has been duly executed and delivered by such party.

8.2. Representations and Warranties of Each Agent. The Revolving Collateral Agent and the Notes Collateral Agent each represents and warrants to the other that it has been authorized by Revolving Lenders or the holders of Notes, as applicable, under the Revolving Credit Agreement or the Indenture, as applicable, to enter into this Agreement.

SECTION 9. Miscellaneous.

9.1. Conflicts. Except to the extent expressly provided in Section 9.16, in the event of any conflict between the provisions of this Agreement and the provisions of any of the Revolving Loan Documents or any of the Notes Documents, the provisions of this Agreement shall govern and control.

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9.2. Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination (as opposed to debt or claim subordination) and the Revolving Claimholders may continue, at any time and without notice to the Notes Collateral Agent or the Notes Claimholders, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting Revolving Obligations in reliance hereon. Each of the Revolving Collateral Agent and the Notes Collateral Agent, on behalf of itself and the applicable Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, the Revolving Collateral Agent and the Notes Collateral Agent, on behalf of the applicable Claimholders irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-Bankruptcy Law. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor in possession and any receiver or trustee for such Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect:

(a) with respect to the Revolving Collateral Agent, the Revolving Claimholders, and the Revolving Obligations, on the date that the Discharge of Revolving Obligations has occurred; and

(b) with respect to the Notes Collateral Agent, the Notes Claimholders and the Notes Obligations on the date that the Discharge of Notes Obligations has occurred.

9.3. Amendments; Waivers. Except as provided in Section 5.3(c) or the last sentence of this Section, no amendment, modification, or waiver of any of the provisions of this Agreement shall be effective unless the same shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties hereto to such party in any other respect or at any other time. Any amendments, modifications or waivers can be effected by the Revolving Collateral Agent, at the direction of the requisite Revolving Claimholders under the Revolving Credit Agreement, and the Notes Collateral Agent in accordance with Sections 9.1 and 9.2 of the Indenture. Notwithstanding the provisions of any other Revolving Loan Document or Notes Document, the Revolving Collateral Agent or the Notes Collateral Agent may make any amendments, restatements, amendment and restatements, supplements or other modifications to this Agreement to correct any ambiguity, omission, mistake, defect or inconsistency contained herein without the consent of any other Person; provided that the Company shall be given written notice of any amendment, restatement, amendment and restatement, supplement or other modification of this Agreement promptly after its execution thereof (it being understood that the failure to deliver such notice to the Company shall in no way impact the effectiveness of any such amendment, restatement, amendment and restatement, supplement or modification).

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Notwithstanding the foregoing, no Grantor (including the Company) shall have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly affected and (y) technical modifications may be made to this Agreement to facilitate the inclusion of Additional Pari Passu Obligations without any further action by any other party hereto.

9.4. Information Concerning Financial Condition of Certain Entities. The Revolving Collateral Agent and the Revolving Claimholders, on the one hand, and the Notes Collateral Agent and the Notes Claimholders, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Company and its Subsidiaries and all endorsers and/or guarantors of the Revolving Obligations or the Notes Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Revolving Obligations or the Notes Obligations. The Revolving Collateral Agent and the Revolving Claimholders shall have no duty to advise the Notes Collateral Agent and the Notes Claimholders of information known to it or them regarding such condition or any such circumstances or otherwise. The Notes Collateral Agent and the Notes Claimholders shall have no duty to advise the Revolving Collateral Agent or any Revolving Claimholder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the Revolving Collateral Agent or any Revolving Claimholders, or the Notes Collateral Agent or any Notes Claimholders, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party to this Agreement, it or they shall be under no obligation:

(a) to make, and the Revolving Collateral Agent and the Revolving Claimholders, or the Notes Collateral Agent and the Notes Claimholders, as the case may be, shall not be required to make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness, or validity of any such information so provided;

(b) to provide any additional information or to provide any such information on any subsequent occasion;

(c) to undertake any investigation; or

(d) to disclose any information, which pursuant to accepted or reasonable commercial practices, such party wishes to maintain confidential or is otherwise required to maintain confidential.

9.5. Subrogation. (a) With respect to any payments or distributions in cash, property, or other assets that any Notes Claimholders or the Notes Collateral Agent pay over to the Revolving Collateral Agent or the Revolving Claimholders under the terms of this Agreement, the Notes Claimholders and the Notes Collateral Agent shall be subrogated to the rights of the Revolving Collateral Agent and the Revolving Claimholders and (b) with respect to any payments or distributions in cash, property, or other assets that any Revolving Claimholders or the Revolving Collateral Agent pay over to the Notes Collateral Agent or the Notes Claimholders under the terms of this Agreement, the Revolving Claimholders and the Revolving Collateral Agent shall be subrogated to the rights of the Notes Collateral Agent and the Notes Claimholders; provided, however, that, the Revolving Collateral Agent and the Notes Collateral

EXHIBIT K

Page 55

Agent each hereby agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Revolving Obligations or Discharge of Notes Obligations, as applicable, has occurred. Any payments or distributions in cash, property or other assets received by the Revolving Collateral Agent or the Revolving Claimholders that are paid over to the Notes Collateral Agent or the Notes Claimholders pursuant to this Agreement shall not reduce any of the Revolving Obligations. Any payments or distributions in cash, property or other assets received by the Notes Collateral Agent or the Notes Claimholders that are paid over to the Revolving Collateral Agent or the Revolving Claimholders pursuant to this Agreement shall not reduce any of the Notes Obligations. Notwithstanding the foregoing provisions of this Section 9.5, none of the Revolving Claimholders shall have any claim against any of the Notes Claimholders for any impairment of any subrogation rights herein granted to the Notes Claimholders and none of the Notes Claimholders shall have any claim against any of the Revolving Claimholders for any impairment of any subrogation rights herein granted to the Revolving Claimholders.

9.6. SUBMISSION TO JURISDICTION; WAIVERS.

(a) ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO SHALL BE BROUGHT IN THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK, BOROUGH OF MANHATTAN. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY, FOR ITSELF AND ITS RELATED CLAIMHOLDERS, IRREVOCABLY:

(i) AGREES THAT THE ONLY NECESSARY PARTIES TO ANY AND ALL JUDICIAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE PARTIES HERETO, EXCEPT WHERE IN ANY SUCH JUDICIAL PROCEEDING RELIEF (INCLUDING INJUNCTIVE RELIEF OR THE RECOVERY OF MONEY) IS BEING SOUGHT DIRECTLY AGAINST OR FROM A PERSON THAT IS NOT A PARTY AND EXCEPT THAT, IN ANY SUCH JUDICIAL PROCEEDINGS AMONG THE NOTES COLLATERAL AGENT OR THE REVOLVING COLLATERAL AGENT THAT DOES NOT SEEK ANY RELIEF AGAINST OR FROM ANY GRANTOR, THE GRANTORS SHALL NOT BE NECESSARY PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND CONSISTENT WITH THE PROVISIONS OF SECTIONS 9.14 AND 9.16, NONE OF THE REVOLVING CLAIMHOLDERS (OTHER THAN THE REVOLVING COLLATERAL AGENT) OR THE NOTES CLAIMHOLDERS (OTHER THAN THE NOTES COLLATERAL AGENT) SHALL BE NECESSARY OR OTHERWISE APPROPRIATE PARTIES TO ANY SUCH JUDICIAL PROCEEDINGS, UNLESS IN SUCH JUDICIAL PROCEEDING SUMS ARE BEING SOUGHT TO BE RECOVERED DIRECTLY FROM SUCH PERSONS, INCLUDING PURSUANT TO SECTION 4.2 OR THE PROVISIONS OF THIS AGREEMENT ARE SEEKING TO BE ENFORCED DIRECTLY AGAINST SUCH PERSONS.

EXHIBIT K

Page 56

(ii) ACCEPTS GENERALLY AND UNCONDITIONALLY THE JURISDICTION AND VENUE OF SUCH COURTS; AND

(iii) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS.

(b) EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT AND THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.6(b) AND EXECUTED BY THE REVOLVING COLLATERAL AGENT AND THE NOTES COLLATERAL AGENT), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9.7. Notices. All notices to the Revolving Claimholders permitted or required under this Agreement shall also be sent to the Revolving Collateral Agent. All notices to the Notes Claimholders permitted or required under this Agreement shall also be sent to the Notes Collateral Agent. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by telefacsimile or United States mail or courier service or electronic mail and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or electronic mail, or 3 Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as is set forth on Annex 1 hereto. The Notes Collateral Agent shall provide written notice to the Revolving Collateral Agent of the Discharge of Notes Obligations and the Revolving Collateral Agent shall provide written notice to the Notes Collateral Agent of the Discharge of Revolving Obligations.

9.8. Further Assurances. The Revolving Collateral Agent and the Notes Collateral Agent each agrees to take such further action and shall execute (without recourse or warranty) and deliver such additional documents and instruments (in recordable form, if requested) as the Revolving Collateral Agent or the Notes Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement, all at the expense of the Grantors.

EXHIBIT K

Page 57

9.9. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.10. Binding on Successors and Assigns. This Agreement shall be binding upon the Revolving Collateral Agent, the Revolving Claimholders, the Notes Collateral Agent, the Notes Claimholders, and their respective successors and assigns.

9.11. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

9.12. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.

9.13. No Third Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of and bind each of the Revolving Claimholders and the Notes Claimholders. In no event shall any Grantor be a third party beneficiary of this Agreement.

9.14. Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Revolving Collateral Agent and the Revolving Claimholders on the one hand and the Notes Collateral Agent and the Notes Claimholders on the other hand. No Grantor or any other creditor thereof shall have any rights hereunder and no Grantor may rely on the terms hereof. Nothing in this Agreement shall impair, as between the Grantors and the Revolving Collateral Agent and the Revolving Claimholders, or as between the Grantors and the Notes Collateral Agent and the Notes Claimholders, the obligations of the Grantors to pay principal, interest, fees and other amounts as provided in the Revolving Loan Documents and the Notes Documents, respectively.

9.15. Specific Performance. Each of the Revolving Collateral Agent and the Notes Collateral Agent may demand specific performance of this Agreement. The Revolving Collateral Agent, on behalf of itself and the Revolving Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the Revolving Collateral Agent or the other Revolving Claimholders or the Notes Collateral Agent or the other Notes Claimholders, as applicable. Without limiting the generality of the foregoing or of the other provisions of this Agreement, in seeking specific performance in any Insolvency Proceeding, the Revolving Collateral Agent or the Notes Collateral Agent may seek such or any

EXHIBIT K

Page 58

other relief as if it were the “holder” of the claims of the other agent’s Claimholders under Section 1126(a) of the Bankruptcy Code or otherwise had been granted an irrevocable power of attorney by the other agent’s Claimholders.

9.16. Indenture Protections and Rights. In connection with its execution and acting under this Agreement, the Notes Collateral Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the Indenture, all of which are incorporated by reference herein mutatis mutandis.

9.17. Additional Grantors. The Company will cause each Person that is required after the date hereof by any Notes Document or Revolving Loan Document to guarantee any of the Company’s Obligations, grant a Lien on any of its property or assets as collateral security for the Obligations, to acknowledge and agree to the terms of this Agreement, by causing such Person to execute and deliver to each of the Revolving Collateral Agent, on behalf of itself and the other Revolving Claimholders, the Notes Collateral Agent, on behalf of itself and the other Notes Claimholders, an Intercreditor Agreement Acknowledgement. The Company shall, promptly after the execution and delivery thereof, provide each Collateral Agent with a copy of each Intercreditor Agreement Acknowledgement executed and delivered pursuant to this Section 9.17.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

DEUTSCHE BANK AG NEW YORK BRANCH,
as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Notes Collateral Agent
By:
	Name:
	Title:

[Signature Page to DB-ASV Intercreditor Agreement]

ACKNOWLEDGMENT

Each of the undersigned hereby acknowledges that it has received a copy of the foregoing Intercreditor Agreement and consents thereto, agrees to recognize all rights granted thereby to the Revolving Collateral Agent, the Revolving Claimholders, the Notes Collateral Agent and the Notes Claimholders, and will not do any act or perform any obligation which is not in accordance with the agreements set forth therein. Each of the undersigned further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under the foregoing Intercreditor Agreement.

ACKNOWLEDGED AS OF THE DATE FIRST WRITTEN ABOVE:

ALLIED SPECIALTY VEHICLES, INC.
By:
	Name:
	Title:
COLLINS I HOLDING CORP.
COLLINS INDUSTRIES, INC.
COLLINS BUS CORPORATION
CAPACITY OF TEXAS, INC.
MOBILE PRODUCTS, INC.
WHEELED COACH INDUSTRIES, INC.
E-ONE, INC.
HORTON ENTERPRISES, INC.
HALCORE GROUP, INC.
AIP/FW FUNDING, INC.
FLEETWOOD RV, INC.
GOLDSHIELD FIBERGLASS, INC.
By:
	Name:
	Title:

[Signature Page to DB-ASV Intercreditor Agreement]

CHAMPION BUS, INC.
GENERAL COACH AMERICA, INC.
GOSHEN COACH, INC.
ELDORADO NATIONAL (CALIFORNIA), INC.
ELDORADO NATIONAL (KANSAS), INC.
By:
	Name:
	Title:

[Signature Page to DB-ASV Intercreditor Agreement]

ANNEX 1 TO EXHIBIT K TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

ANNEX 1

Notice Addresses

(a) if to any Grantor, c/o:

Allied Specialty Vehicles, Inc.

c/o AIP IV, LLC

330 Madison Avenue, 28^th Floor

New York, NY 10017

Attention: Paul Bamatter

Telecopier: (212) 627-2372

Email: paul@americanindustrial.com

And

Allied Specialty Vehicles, Inc.

4776 New Broad St., Suite 200

Orlando, Florida 32814

Attention: Hans Heinsen

Telecopier: (407) 228-2872

Email: hans.heinsen@alliedsv.com

With a copy to:

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Attention: Steven R. Rutkovsky

Telecopier: (646) 728 1529

Email: steven.rutkovsky@ropesgray.com

(b) if to the Revolving Collateral Agent, at:

Deutsche Bank AG New York Branch

c/o DB Services New Jersey, Inc.

5022 Gate Parkway, Bldg. 200

Jacksonville, FL 32256

Attention: Lee Schmerin

Telecopier: (904) 746-4860

Email: Lee.Schmerin@db.com

ANNEX 1 TO EXHIBIT K

Page 2

(c) if to the Notes Collateral Agent, at:

Wells Fargo Bank, National Association

Corporate Trust Services

150 East 42nd Street, 40th Floor

New York, New York 10017

Attention: Yana Kislenko

Telecopier: (917) 260-1593

Email: Yana.Kislenko@wellsfargo.com

EXHIBIT A

FORM OF

INTERCREDITOR AGREEMENT ACKNOWLEDGEMENT

Reference is made to the Intercreditor Agreement, dated as of October 21, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation, the other GRANTORS from time to time party thereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Notes Collateral Agent and certain other Persons party or that may become party thereto from time to time. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

This Intercreditor Agreement Acknowledgement, dated as of [            ], 201   (this “Intercreditor Agreement Acknowledgement”), is being delivered pursuant to requirements of the Intercreditor Agreement.

1. Acknowledgement. The undersigned Grantor hereby acknowledges and agrees, for the enforceable benefit of all existing and future Revolving Claimholders and all existing and future Notes Claimholders that the undersigned (a) has received a copy of the foregoing Intercreditor Agreement and consents thereto, (b) agrees to recognize all rights granted thereby to the Revolving Collateral Agent, the Revolving Claimholders, the Notes Collateral Agent and the Notes Claimholders, and (c) will not do any act or perform any obligation which is not in accordance with the agreements set forth therein. The undersigned further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under the foregoing Intercreditor Agreement.

2. Notice Information. The address of the undersigned Grantor for purposes of all notices and other communications hereunder and under the Intercreditor Agreement is [●], Attention of [●] (Facsimile No. [●], electronic mail address: [●]).

3. Counterparts. This Intercreditor Agreement Acknowledgement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. Delivery of an executed signature page to this Intercreditor Agreement Acknowledgement by facsimile transmission or by email as a “.pdf” or “.tif” attachment shall be as effective as delivery of a manually signed counterpart of this Intercreditor Agreement Acknowledgement.

5. Governing Law. THIS INTERCREDITOR AGREEMENT ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

6. Loan Document. This Intercreditor Agreement Acknowledgement shall constitute a Revolving Loan Document and a Notes Document.

7. Miscellaneous. The provisions of Section 9 of the Intercreditor Agreement will apply with like effect to this Intercreditor Agreement Acknowledgement.

IN WITNESS WHEREOF, the undersigned has caused this Intercreditor Agreement Acknowledgement to be duly executed by its authorized representative, and each of the Revolving Collateral Agent and the Notes Collateral Agent has caused the same to be accepted by its authorized representative, as of the day and year first above written.

[NAME OF GRANTOR],

as Grantor

By:

Name:

Title:

Acknowledged and Agreed to by:

DEUTSCHE BANK AG NEW YORK BRANCH,

as Revolving Collateral Agent

By:

Name:

Title:

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Notes Collateral Agent

By:

Name:

Title:

[Signature Page to DB-ASV Intercreditor Agreement Acknowledgement]

EXHIBIT L TO

REVOLVING CREDIT AND GUARANTY AGREEMENT

PLEDGE AND SECURITY AGREEMENT

dated as of October 21, 2013

among

ALLIED SPECIALTY VEHICLES, INC.,

as the Borrower,

EACH OF THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO

and

DEUTSCHE BANK AG NEW YORK BRANCH,

as the Revolving Collateral Agent

Table of Contents

		Page
Section 1. Definitions			2
1.1	General Definitions		2
1.2	Definitions; Interpretation		12
1.3	Schedules		13
Section 2. Grant of Security			13
2.1	Grant of Security		13
2.2	Certain Limited Exclusions		13
Section 3. Security for Obligations; Grantors Remain Liable			15
3.1	Security for Secured Obligations		15
3.2	Continuing Liability Under Collateral		15
Section 4. Representations and Warranties and Covenants			15
4.1	Generally		15
4.2	Equipment and Inventory		19
4.3	Receivables		20
4.4	Investment Related Property		22
4.5	Letter of Credit Rights		30
4.6	Intellectual Property		30
4.7	Commercial Tort Claims		35
Section 5. Further Assurances; Additional Grantors			35
5.1	Further Assurances		35
5.2	Additional Grantors		37
5.3	Post-Closing Deliverables		37
Section 6. Revolving Collateral Agent Appointed Attorney-In-Fact			37
6.1	Power of Attorney		37
6.2	No Duty on the Part of Collateral Agent or Secured Parties		38
Section 7. Remedies			39
7.1	Generally		39
7.2	Application of Proceeds		41
7.3	Sales on Credit		44
7.4	Investment Accounts		45
7.5	Investment Related Property		45
7.6	Intellectual Property		45
7.7	Cash Proceeds		47
Section 8. Revolving Collateral Agent; Agreement among Agents			48
8.1	The Revolving Collateral Agent		48
8.2	Intercreditor Arrangements Incorporated By Reference		48

(i)

Table of Contents

(continued)

	Page
Section 9. Continuing Security Interest; Transfer of Loans		49
Section 10. Termination or Release		49
Section 11. Standard of Care; Collateral Agent May Perform		49
Section 12. Amendment; Waiver		50
Section 13. Post-Closing Insurance Requirements		51
Section 14. Miscellaneous		51
Section 15. Reinstatement		52
Section 16. Intercreditor Agreement		52

SCHEDULES
Schedule 2.2	—	Excluded Owned Real Property
Schedule 4.1	—	General Information
Schedule 4.2	—	Location of Equipment and Inventory
Schedule 4.4	—	Investment Related Property
Schedule 4.5	—	Description of Letters of Credit
Schedule 4.6	—	Intellectual Property
Schedule 4.7	—	Commercial Tort Claims
EXHIBITS
Exhibit A	—	Pledge Supplement
Exhibit B	—	Securities Account Control Agreement
Exhibit C	—	Deposit Account Control Agreement
Exhibit D	—	Grant of Security Interest in Trademarks
Exhibit E	—	Grant of Security Interest in Copyrights
Exhibit F	—	Grant of Security Interest in Patents
Exhibit G	—	Supplement to the Pledge and Security Agreement

(ii)

Exhibit L

This PLEDGE AND SECURITY AGREEMENT, dated as of October 21, 2013 (this “Agreement”), among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), and EACH OF THE OTHER UNDERSIGNED GRANTORS (as herein defined), whether as an original signatory hereto or as an Additional Grantor (as herein defined), and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as collateral agent for the Revolving Secured Parties (as herein defined) (in such capacity, together with its successors and assigns, the “Revolving Collateral Agent”).

RECITALS:

WHEREAS, reference is made to that certain Revolving Credit and Guaranty Agreement, dated as of the date hereof (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), by and among the Borrower, CERTAIN OTHER SUBSIDIARIES OF THE BORROWER from time to time party thereto, as Guarantor Subsidiaries, the lenders from time to time party thereto (the “Revolving Lenders”), DBNY, as administrative agent (in such capacity and together with its successors and assigns in such capacity, the “Revolving Administrative Agent” and, together with the Revolving Lenders, the Swing Line Lender, the Issuing Banks, the Revolving Collateral Agent and each other Agent, collectively, the “Revolving Lender Secured Parties”), DBNY, as Revolving Collateral Agent, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and RBS CITIZENS, NATIONAL ASSOCIATION (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent and RBS, as Documentation Agent;

WHEREAS, various Grantors have entered into, or may at any time and from time to time on or after the Closing Date enter into (or guaranty the obligations of another Grantor or any of its Restricted Subsidiaries under), one or more Secured Hedging Agreements with one or more Lender Counterparties (collectively, the “Secured Hedging Creditors”);

WHEREAS, one or more Grantors and any Revolving Lender or Agent (and/or one or more of their respective banking affiliates), in each case designated to the Revolving Administrative Agent in writing by the Borrower as a provider of Treasury Services (as defined below) (collectively, the “Treasury Services Creditors” and, together with the Revolving Lender Secured Parties and the Secured Hedging Creditors, collectively, the “Revolving Secured Parties”), have entered into, or may at any time and from time to time on or after the Closing Date enter into (or guaranty the obligations of another Grantor or any of its Restricted Subsidiaries under), arrangements to provide treasury, depositary or cash management services (including without limitation, overnight overdraft services) to the Borrower and its Restricted Subsidiaries, and automated clearinghouse transfers of funds (collectively, “Treasury Services,” and with any written agreement evidencing such arrangements, as amended, restated, amended and restated, modified, supplemented, replaced or refinanced from time to time, herein called a “Treasury Services Agreement”), where such Treasury Services Agreements may be evidenced by standard account terms of the Treasury Services Creditor;

Exhibit L

Page 2

WHEREAS, in consideration of the extensions of credit and other accommodations of the Revolving Lenders as set forth in the Revolving Credit Agreement and to induce the Secured Hedging Creditors to enter into the Secured Hedging Agreements and the Treasury Services Creditors to provide the Treasury Services, each Grantor has agreed to secure such Grantor’s obligations under the Credit Documents, the Secured Hedging Agreements and the Treasury Services Agreements as set forth herein; and

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each Grantor and the Revolving Collateral Agent agree as follows:

Section 1. Definitions.

1.1 General Definitions. In this Agreement, the following terms shall have the following meanings:

“Account Debtor” shall mean each Person who is obligated on a Receivable or any Supporting Obligation related thereto.

“Accounts” shall mean all “accounts” as such term is defined in Article 9 of the UCC, whether now owned or hereafter acquired, including, without limitation, all present and future rights of a Grantor to payment of a monetary obligation, whether or not earned by performance, which is not evidenced by chattel paper or an instrument, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a secondary obligation incurred or to be incurred, or (d) arising out of the use of a credit or charge card or information contained on or for use with such a card.

“Additional Grantors” shall have the meaning assigned in Section 5.2.

“Agent” shall have the meaning given to such term in the Revolving Credit Agreement.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Ally” shall have the meaning set forth in the recitals hereto.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as now and hereafter in effect, or any successor statute.

“Borrower” shall have the meaning set forth in the preamble hereto.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

Exhibit L

Page 3

“Cash Proceeds” shall mean all Proceeds of any Collateral received by any Grantor consisting of cash and checks.

“Chattel Paper” shall mean all “chattel paper” as such term is defined in Article 9 of the UCC, including, without limitation, all “electronic chattel paper” and all “tangible chattel paper”, as each such term is defined in Article 9 of the UCC.

“Class” shall have the meaning assigned in Section 12.

“Collateral” shall mean all of each Grantor’s right, title and interest in, to and under each of the following, wherever located and whether now owned or hereafter acquired by such Grantor or in which such Grantor now holds or hereafter acquires any interest: (i) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter of Credit Rights; (v) all Investment Related Property; (vi) all Intellectual Property; (vii) the Commercial Tort Claims described on Schedule 4.7; (viii) all General Intangibles; (ix) all cash, Cash Equivalents and all Deposit Accounts; (x) all Supporting Obligations; (xi) all books and records relating to the Collateral; (xii) all Receivables; and (xiii) all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Grantor from time to time with respect to any of the foregoing, in each case, whether or not physically delivered to the Revolving Collateral Agent pursuant to this Agreement, whether now owned or hereafter acquired by such Grantor or to which any Grantor may obtain rights; provided, however, that “Collateral” shall not include any Excluded Assets and this Agreement shall not be applicable to any Excluded Assets; provided, further, that if and when any property shall cease to be an Excluded Asset, a Lien on and security in such property shall be deemed granted therein and the provisions of this Agreement shall automatically apply to such property.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Commercial Tort Claims” shall mean all “commercial tort claims” as such term is defined in Article 9 of the UCC asserted by any Grantor or in which any Grantor has any rights, including, without limitation, all commercial tort claims listed on Schedule 4.7.

“Commodities Accounts” (i) shall mean all “commodity accounts” as such term is defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading “Commodities Accounts”.

“Copyright Licenses” shall mean any and all agreements providing for the granting of any right in or to Copyrights (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.6(B).

“Copyrights” shall mean all United States and foreign copyrights (including community designs), whether now or hereafter owned by or exclusively licensed to any Grantor, including but not limited to copyrights in Software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or not registered,

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and, with respect to any and all of the foregoing: (i) all registrations and applications therefor including, without limitation, registrations and applications referred to in Schedule 4.6(A), (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages and proceeds of suit.

“Credit Document Obligations” shall have the meaning given to the term “Obligations” in the Revolving Credit Agreement.

“DBNY” shall have the meaning set forth in the preamble hereto.

“Deposit Accounts” (i) shall mean all “deposit accounts” as such term is defined in Article 9 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4 under the heading “Deposit Accounts”.

“Discharge of Notes Obligations” shall have the meaning given to such term in the Intercreditor Agreement.

“Discharge of Revolving Obligations” shall have the meaning given to such term in the Intercreditor Agreement.

“Documents” shall mean all “documents” as such term is defined in Article 9 of the UCC.

“Equipment” shall mean all “equipment” as such term is defined in Article 9 of the UCC, and in any event, shall include, but not be limited to, (x) all machinery, equipment, furnishings, appliances, furniture, fixtures, tools and vehicles now or hereafter owned by any Grantor (in each case, regardless of whether characterized as equipment under the UCC) and (y) any and all accessions, substitutions, replacements or additions of any of the foregoing, all parts thereof, wherever located, whether or not at any time of determination incorporated or installed therein or attached thereto, and all replacements therefor, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto, wherever located, now or hereafter existing, including any fixtures.

“Excluded Assets” shall have the meaning given to such term in Section 2.2.

“Federal Assignment of Claims Act” shall mean the Federal Assignment of Claims Act of 1940, as in effect from time to time (31 U.S.C. Section 3727 et seq. and 41 U.S.C. Sub-Section 15 et seq.)

“General Intangibles” (i) shall mean all “general intangibles” as such term is defined in Article 9 of the UCC, including “payment intangibles” also as such term is defined in Article 9 of the UCC and (ii) shall include, without limitation, all interest rate or currency protection or hedging arrangements, all tax refunds, all licenses, permits, concessions and authorizations and all Intellectual Property (in each case, regardless of whether characterized as general intangibles under the UCC).

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“Goods” (i) shall mean all “goods” as such term is defined in Article 9 of the UCC and (ii) shall include, without limitation, all Inventory and Equipment (in each case, regardless of whether characterized as goods under the UCC).

“Grantor” shall mean the Borrower and each other Grantor that is a party hereto.

“Governmental Authority Account Debtors” shall have the meaning set forth in Section 4.3(a)(ii).

“Hedging Agreement” shall have the meaning given to such term in the Revolving Credit Agreement.

“Insolvency Proceeding” shall have the meaning given to such term in the Intercreditor Agreement.

“Instruments” shall mean all “instruments” as such term is defined in Article 9 of the UCC.

“Intellectual Property” shall mean, collectively, the Software, Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the Trademarks, the Trademark Licenses, the Trade Secrets and the Trade Secret Licenses.

“Intercreditor Agreement” shall have the meaning given to such term in the Revolving Credit Agreement.

“Inventory” shall mean: (i) all “inventory” as such term is defined in Article 9 of the UCC and (ii) (a) all goods held for sale or lease or to be furnished under contracts of service or so leased or furnished, all raw materials, work in process, finished goods, and materials used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, furnishing or production of such inventory or otherwise used or consumed in any Grantor’s business, (b) all goods in which any Grantor has an interest in mass or a joint or other interest or right of any kind, (c) all goods which are returned to or repossessed by any Grantor, (d) all computer programs embedded in any goods and (e) all accessions and products of the foregoing (in each case, regardless of whether characterized as “inventory” under the UCC).

“Investment Accounts” shall mean all Securities Accounts, Commodities Accounts and Deposit Accounts.

“Investment Related Property” shall mean: (i) all “investment property” (as such term is defined in Article 9 of the UCC) and (ii) all of the following (regardless of whether classified as investment property under the UCC): all Pledged Equity Interests, Pledged Debt, Investment Accounts and certificates of deposit.

“Issuing Bank” shall have the meaning given to such term in the Revolving Credit Agreement.

“Lender Counterparty” shall have the meaning given to such term in the Revolving Credit Agreement.

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“Letter of Credit Right” shall mean “letter-of-credit right” as such term is defined in Article 9 of the UCC.

“Material Receivable” shall have the meaning set forth in Section 4.3(b)(iv).

“Notes Obligations” shall have the meaning given to such term in the Intercreditor Agreement.

“Notes Priority Collateral” shall have the meaning given to such term in the Intercreditor Agreement.

“Notes Security Agreement” shall have the meaning given to such term in the Intercreditor Agreement.

“Patent Licenses” shall mean all agreements providing for the granting of any right in or to Patents (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.6(D).

“Patents” shall mean all patents (whether United States or foreign) in or to which any Grantor now has or hereafter has any right, title or interest therein and certificates of invention, or similar industrial property rights, and applications for any of the foregoing, including, but not limited to: (i) each patent and patent application referred to in Schedule 4.6(C), (ii) all reissues, divisions, continuations (including, but not limited to, continuations-in-part and improvements thereof), extensions, renewals, and reexaminations thereof, (iii) all rights corresponding thereto throughout the world, (iv) all inventions, discoveries, designs and improvements described therein, (v) all rights to sue for past, present and future infringements thereof, (v) all licenses, claims, damages, and proceeds of suit arising therefrom, and (vi) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Permitted Sale” shall mean those sales, transfers or assignments permitted by the Revolving Credit Agreement.

“Pledge Supplement” shall mean any supplement to this Agreement in substantially the form of Exhibit A.

“Pledged Debt” shall mean all Indebtedness owed to a Grantor, including, without limitation, all Indebtedness described on Schedule 4.4(A) under the heading “Pledged Debt”, issued by the obligors named therein, the instruments evidencing such Indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Indebtedness.

“Pledged Equity Interests” shall mean all Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests and all rights and privileges of any Grantor with respect to any of the foregoing.

“Pledged LLC Interests” shall mean (as limited by Section 2.2) all interests in any limited liability company including, without limitation, all limited liability company interests

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listed on Schedule 4.4(A) under the heading “Pledged LLC Interests” and the certificates, if any, representing such limited liability company interests and any interest of a Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company interests.

“Pledged Partnership Interests” shall mean (as limited by Section 2.2) all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” and the certificates, if any, representing such partnership interests and any interest of a Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

“Pledged Stock” shall mean (as limited by Section 2.2) all shares of capital stock owned by a Grantor, including, without limitation, all shares of capital stock described on Schedule 4.4(A) under the heading “Pledged Stock” and the certificates, if any, representing such shares and any interest of a Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares, and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares.

“Pledged Trust Interests” shall mean (as limited by Section 2.2) all interests in a Delaware business trust or other trust owned (whether legally or beneficially) by a Grantor including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests” and the certificates, if any, representing such trust interests and any interest of a Grantor on the books and records of such trust or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such trust interests.

“Primary Obligations” shall have the meaning assigned in Section 7.2(b).

“Pro Rata Share” shall have the meaning assigned in Section 7.2(b).

“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC and, in any event, shall also include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Revolving Collateral Agent, the Secured Notes Collateral Agent or any Grantor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to any Grantor from time to time in connection with any requisition, confiscation, condemnation,

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seizure or forfeiture of all or any part of the Collateral by any Governmental Authority (or any person acting under color of any Governmental Authority), (iii) payments or distributions made with respect to any Investment Related Property, (iv) whatever is receivable or received when Collateral or proceeds are sold, leased, licensed, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary and (v) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Qualified Hedging Agreement” shall have the meaning given to such term in the Revolving Credit Agreement.

“Qualified Hedging Obligations” shall mean, with respect to a Secured Hedging Agreement that is a Qualified Hedging Agreement, Secured Hedging Obligations under such Secured Hedging Agreement; provided that, at any time, the aggregate amount of the Qualified Hedging Obligations with respect to such Secured Hedging Agreement shall not exceed the aggregate Qualified Hedging Agreement Reserve in respect of such Secured Hedging Agreement at such time (as such amount is reduced by the aggregate amount of payments in respect of such Qualified Hedging Obligations pursuant to Section 7.2); provided further that if the aggregate amount of Qualified Hedging Obligations with respect to such Secured Hedging Agreement (determined without giving effect to the immediately preceding proviso) at any time exceeds the aggregate Qualified Hedging Agreement Reserve in respect of such Secured Hedging Agreement at such time (as such amount is reduced by the aggregate amount of payments in respect of such Qualified Hedging Obligations pursuant to Section 7.2), then such excess amount shall constitute other Secured Hedging Obligations (and, accordingly, Tertiary Obligations) hereunder.

“RBS” shall have the meaning set forth in the recitals hereto.

“Receivables” shall mean all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Related Property, together with all of a Grantor’s rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Receivables Records.

“Receivables Records” shall mean (i) all original copies of all documents, instruments or other writings or electronic records or other Records evidencing the Receivables, (ii) all books, correspondence, credit or other files, Records, ledger sheets or cards, invoices, and other papers relating to Receivables, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Receivables, whether in the possession or under the control of a Grantor or any computer bureau or agent from time to time acting for a Grantor or otherwise, (iii) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or secured parties, and certificates, acknowledgments, or other writings, including, without limitation, lien search reports, from filing or other registration officers, (iv) all credit information, reports and memoranda relating thereto and (v) all other written or nonwritten forms of information related in any way to the foregoing or any Receivable.

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“Record” shall have the meaning specified in Article 9 of the UCC.

“Representative” shall have the meaning assigned in Section 7.2(e).

“Required Secured Parties” shall mean (i) at any time when any Credit Document Obligations or Letters of Credit are outstanding or any Commitments under the Revolving Credit Agreement exist, the Requisite Lenders (or, to the extent provided in Section 10.5 of the Revolving Credit Agreement, (a) the Supermajority Lenders or (b) each of the Lenders) and (ii) at any time after all of the Credit Document Obligations have been paid in full and all Commitments and Letters of Credit under the Revolving Credit Agreement have been terminated and no further Commitments or Letters of Credit may be provided thereunder, the holders of a majority of, collectively, the outstanding Secured Hedging Obligations and Treasury Services Obligations.

“Requisite Secured Parties” shall have the meaning assigned in Section 12.

“Revolving Administrative Agent” shall have the meaning set forth in the recitals hereto.

“Revolving Collateral Agent” shall have the meaning set forth in the preamble hereto, and shall include its successors and assigns in such capacity.

“Revolving Credit Agreement” shall have the meaning set forth in the recitals hereto.

“Revolving Lender” shall have the meaning set forth in the recitals hereto.

“Revolving Lender Secured Parties” shall have the meaning set forth the recitals hereto.

“Revolving Priority Collateral” shall have the meaning given to such term in the Intercreditor Agreement.

“Revolving Secured Parties” shall have the meaning set forth in the recitals hereto.

“Secondary Obligations” shall have the meaning assigned in Section 7.2(b).

“Secured Hedging Agreement” shall have the meaning given to such term in the Revolving Credit Agreement.

“Secured Hedging Creditors” shall have the meaning provided in the recitals of this Agreement.

“Secured Hedging Obligations” shall mean all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Grantor at the rate provided for in the respective documentation,

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whether or not a claim for post-petition interest is allowed in any such proceeding) owing by any Grantor to the Secured Hedging Creditors, now existing or hereafter incurred under, arising out of or in connection with any Secured Hedging Agreement, whether such Secured Hedging Agreement is now in existence or hereinafter arising (including, without limitation, in the case of a Grantor that is a Guarantor Subsidiary, all obligations, liabilities and indebtedness of such Grantor under the Guaranty in respect of the Secured Hedging Agreements), and the due performance and compliance by such Grantor with all of the terms, conditions and agreements contained in each such Secured Hedging Agreement.

“Secured Notes Collateral Agent” shall have the meaning assigned to the term “Notes Collateral Agent” in the Intercreditor Agreement.

“Secured Notes Secured Parties” shall have the meaning assigned to the term “Notes Claimholders” in the Intercreditor Agreement.

“Secured Obligations” shall mean and include, as to any Grantor, all of the following:

(i) the Credit Document Obligations;

(ii) the Secured Hedging Obligations;

(iii) the Treasury Services Obligations;

(iv) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral; and

(v) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Grantor referred to in clauses (i), (ii) and (iii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs;

it being acknowledged and agreed that (x) the “Secured Obligations” shall include extensions of credit or incurrence of indebtedness of the types described above, whether outstanding on the date of this Agreement or extended or incurred from time to time after the date of this Agreement and (y) the “Secured Obligations” shall in no event include any Excluded Swap Obligation.

“Secured Parties” shall mean the Revolving Secured Parties and the Secured Notes Secured Parties.

“Securities” shall mean all “securities” as such term is defined in Article 8 of the UCC, any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

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“Securities Accounts” (i) shall mean all “securities accounts” as such term is defined in Article 8 of the UCC and (ii) shall include, without limitation, all of the accounts listed on Schedule 4.4(A) under the heading “Securities Accounts”.

“Securities Entitlements” shall mean all “securities entitlements” as such term is defined in Article 8 of the UCC.

“Software” shall mean computer programs, object code, source code and supporting documentation, including “software” as such term is defined in the UCC as in effect on the date hereof in the State of New York, including software referred to in Schedule 4.6(H), and computer programs that may be construed as included in the definition of “goods” in the UCC, all licensed rights to the foregoing, and all media on which any such programs, code, documentation or associated data may be stored.

“Supplement to the Pledge and Security Agreement” shall mean an agreement substantially in the form of Exhibit G hereto.

“Supporting Obligation” shall mean all “supporting obligations” as such term is defined in Article 9 of the UCC.

“Tertiary Obligations” shall have the meaning assigned in Section 7.2(b).

“Trade Secret Licenses” shall mean any and all agreements providing for the granting of any right in or to Trade Secrets (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.6(G).

“Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how, to which any Grantor now has or hereafter has any right, title or interest therein, whether or not any of the foregoing has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to any of the foregoing, including but not limited to: (i) any secretly held existing engineering or other data, information, production procedures and other know-how relating to the design manufacture, assembly, installation, use, operation, marketing, sale and/or servicing of any products or business of any Grantor worldwide, (ii) the right to sue for past, present and future misappropriation or other violation thereof, and (iii) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Trademark Licenses” shall mean any and all agreements providing for the granting of any right in or to Trademarks (whether a Grantor is licensee or licensor thereunder) including, without limitation, each agreement referred to in Schedule 4.6(F).

“Trademarks” shall mean all United States and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, Internet domain names, service marks, certification marks, collective marks, logos, trade dress, other source or

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business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing, to which any Grantor now has or hereafter has any right, title or interest therein, including, but not limited to: (i) the registrations and applications referred to in Schedule 4.6(E), (ii) all extensions or renewals of any of the foregoing, (iii) all of the goodwill of the business connected with the use of and symbolized by the foregoing, (iv) the right to sue for past, present and future infringement or dilution of or unfair competition with any of the foregoing or for any injury to goodwill, and (v) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Treasury Services” shall have the meaning provided in the recitals of this Agreement.

“Treasury Services Agreement” shall have the meaning provided in the recitals of this Agreement.

“Treasury Services Creditors” shall have the meaning provided in the recitals of this Agreement.

“Treasury Services Obligations” shall mean all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding at the rate provided for in the respective documentation, whether or not such interest is allowed in any such proceeding) owing by any Grantor to each Treasury Services Creditor with respect to Treasury Services, whether now in existence or hereafter arising in each case under any Treasury Services Agreement (including without limitation, in the case of a Grantor that is a Guarantor Subsidiary, all obligations, liabilities and indebtedness of such Grantor under the Guaranty in respect of the Treasury Services Obligations).

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Revolving Collateral Agent’s and the Revolving Secured Parties’ security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“United States” shall mean the United States of America.

1.2 Definitions; Interpretation. All capitalized terms used herein (including the preamble and recitals hereto) and not otherwise defined herein shall have the meanings ascribed thereto in the Revolving Credit Agreement or, if not defined therein, in the UCC. References to “Sections,” “Exhibits” and “Schedules” shall be to Sections, Exhibits and Schedules, as the case may be, of this Agreement unless otherwise specifically provided. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural,

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depending on the reference. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not nonlimiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter. Unless the context otherwise requires (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented and otherwise modified in accordance with the terms hereof, (ii) any references herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) any reference to any law, including the UCC, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such law.

1.3 Schedules. References to any Schedules hereunder shall refer to the Schedules as attached to this Agreement on the Closing Date as well as to any written amendment, supplement or modifications to the information contained in such Schedules, including but not limited to, any amendment, supplement or modification effected by delivery of written notice pursuant to Section 5.1(o) of the Revolving Credit Agreement and/or delivery of the annual collateral verification pursuant to Section 5.1(p) of the Revolving Credit Agreement, and the representations and warranties made in this Agreement on any Credit Date shall be deemed to be qualified by the information contained in any such amendment, supplement or modification.

Section 2. Grant of Security.

2.1 Grant of Security.

(a) Each Grantor hereby grants to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, a continuing lien on and security interest in all of such Grantor’s right, title and interest in, to and under the Collateral.

(b) Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement excludes any assets from the scope of the Collateral, or from any requirement to take any action to perfect any security interest in favor of the Revolving Collateral Agent in the Collateral, the representations, warranties and covenants made by the Grantors in this Agreement or the Revolving Credit Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Revolving Collateral Agent (including, without limitation, this Section 2.1) shall be deemed not to apply to such excluded assets.

2.2 Certain Limited Exclusions. Notwithstanding anything herein to the contrary, in no event shall the security interests granted under Section 2.1 attach to (a) any right, title or interest in any permit, lease, license, contract or agreement held by any Grantor or to which any Grantor is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such permit, lease, license, contract or

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agreement, result in a breach of the terms of, or constitute a default under or result in the termination of or give rise to a right on the part of the parties thereto other than the Borrower and its Subsidiaries to terminate, any permit, lease, license, contract or agreement held by such Grantor or to which such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provisions) of any relevant jurisdiction or any other applicable law (including Title 11 of the United States Code) or principles of equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, such right, title or interest in such permit, lease, license, contract or agreement shall cease to be excluded from the Collateral under this Section 2.2; (b) any “intent to use” Trademark application until such time as an amendment to allege use or statement of use in respect thereof has been accepted by the United States Patent and Trademark Office, at which time such Trademark shall cease to be excluded from the Collateral under this Section 2.2; (c) any property or asset to the extent that the grant of a security interest in such property or asset is prohibited by any applicable law or requires a consent not obtained of any governmental authority pursuant to applicable law; (d) prior to the Discharge of Notes Obligations, those assets that would constitute Notes Priority Collateral but as to which the Secured Notes Collateral Agent shall not have required a lien or security interest for so long as the Notes Obligations are outstanding; provided, however, that such assets shall automatically cease to be excluded from Collateral under this Section 2.2 at any time the Notes Collateral Agent does require a lien or security interest therein to secure the Notes Obligations; (e) Capital Stock of any Person (other than a wholly-owned Subsidiary or a Guarantor Subsidiary) the pledge of which would violate a contractual obligation of the Borrower or any other Grantor to the owners (other than the Borrower and its Subsidiaries) of the other Capital Stock of such Person that is binding on or relating to such Capital Stock and is existing on the Closing Date or at the time such Capital Stock is acquired by the applicable Grantor (provided that such contractual obligation is not entered into in contemplation of the acquisition of such Capital Stock); (f) Capital Stock of any Immaterial Subsidiary or Unrestricted Subsidiary (until such time, if at all, as such Immaterial Subsidiary or Unrestricted Subsidiary ceases to constitute an Immaterial Subsidiary or Unrestricted Subsidiary, as applicable, under the Revolving Credit Agreement); (g) any of the outstanding voting Capital Stock of a Foreign Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code, in excess of 65% of all classes of Capital Stock of such Foreign Subsidiary entitled to vote; (h) Capital Stock of any wholly-owned Domestic Subsidiary that is treated as a partnership or disregarded entity for United States federal income tax purposes, if all of its assets (other than an immaterial portion thereof) consist of Capital Stock of one or more Foreign Subsidiaries that are “controlled foreign corporations” within the meaning of Section 957 of the Code, in excess of 65% of all classes of Capital Stock of such wholly-owned Domestic Subsidiary entitled to vote; (i) Margin Stock; (j) any leasehold interests of any Grantor in real property as a lessee (but not any Collateral located thereon); (k) any fee interest in any owned real property acquired by any Grantor after the Closing Date if the fair market value of such fee interest is $5,000,000 or less; (l) any Equipment of the Borrower or any Grantor that is subject to a purchase money lien or capital lease permitted under the Revolving Credit Agreement to the extent the documents relating to such purchase money lien or capital lease would not permit such Equipment to be subject to the Liens created under the Collateral Documents; provided, that immediately upon the ineffectiveness, lapse or termination of any such restriction, such Equipment shall cease to be excluded from the Collateral under this Section 2.2; (m) any aircraft or any trucks, trailers,

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tractors, service vehicles, automobiles, rolling stock or other registered mobile equipment or equipment covered by certificates of title ownership of the Borrower or any Grantor (except, in each case, to the extent that a security interest therein may be perfected by the filing of a UCC financing statement) (the assets referred to in clauses (a) through (m) above being collectively referred to as the “Excluded Assets”); provided, however, that Collateral shall include (x) any Proceeds, substitutions or replacements of any of the assets referred to in the foregoing clauses (a) through (m) (unless such Proceeds, substitutions or replacements would constitute assets referred to in clauses (a) through (m)) and (y) any asset which secures any of the Notes Obligations.

Section 3. Security for Obligations; Grantors Remain Liable.

3.1 Security for Secured Obligations. This Agreement secures, and the Collateral is collateral security for, the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code (and any successor provision thereof)), of all Secured Obligations.

3.2 Continuing Liability Under Collateral. Notwithstanding anything herein to the contrary, (i) each Grantor shall remain liable for all obligations under the Collateral and nothing contained herein is intended or shall be a delegation of duties to the Revolving Collateral Agent, the Revolving Administrative Agent or any other Revolving Secured Party, (ii) each Grantor shall remain liable under each of the agreements included in the Collateral, including, without limitation, any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, to perform in all material respects all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Revolving Collateral Agent, the Revolving Administrative Agent nor any other Revolving Secured Party shall have any obligation or liability under any of such agreements by reason of or arising out of this Agreement or any other document related thereto nor shall the Revolving Collateral Agent, the Revolving Administrative Agent nor any other Revolving Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Collateral, including any agreements relating to Pledged Partnership Interests or Pledged LLC Interests, and (iii) the exercise by the Revolving Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral.

Section 4. Representations and Warranties and Covenants.

4.1 Generally.

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) it owns the Collateral purported to be owned by it or otherwise has the rights it purports to have in each item of Collateral and, as to all Collateral whether

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now existing or hereafter acquired, will continue to own or have such rights in each item of the Collateral, free and clear of any and all Liens, rights or claims of all other Persons, including, without limitation, Liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as debtor under a security agreement entered into by another Person, other than Permitted Liens;

(ii) it has indicated on Schedule 4.1(A) (or on the most recent Perfection Certificate delivered by such Grantor): (v) the type of organization of such Grantor, (w) the jurisdiction of organization of such Grantor, (x) its federal taxpayer identification number, if any, (y) its organizational identification number, if any, and (z) the jurisdiction where the chief executive office or its sole place of business is, and for the one-year period preceding the date hereof has been, located;

(iii) the exact legal name of such Grantor is as set forth on Schedule 4.1(A) (or on the most recent Perfection Certificate delivered by such Grantor) and it has not done, in the five (5) years prior to the Closing Date, business under any other name (including any trade name or fictitious name) except for those names set forth on Schedule 4.1(B) (or on the most recent Perfection Certificate delivered by such Grantor);

(iv) except as provided on Schedule 4.1(C) (or on the most recent Perfection Certificate delivered by such Grantor), it has not changed its name, jurisdiction of organization, chief executive office or sole place of business (or principal residence if such Grantor is a natural person) or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the five (5) years prior to the Closing Date (or, with respect to any such change to its jurisdiction of organization, within the four month period prior to (x) the Closing Date or (y) the date of delivery of the most recent Perfection Certificate delivered by such Grantor);

(v) upon the filing of all UCC financing statements naming each Grantor as “debtor” and the Revolving Collateral Agent as “secured party” and describing the Collateral in the governmental, municipal or other filing offices set forth opposite such Grantor’s name on Schedule 4.1(D), the security interests granted to the Revolving Collateral Agent for the benefit of the Revolving Secured Parties in the Collateral hereunder will constitute (i) valid and perfected First Priority Liens for the benefit of the Revolving Secured Parties (subject in the case of priority only to Permitted Liens (other than the Lien in favor of the Secured Notes Collateral Agent for the benefit of the Secured Notes Secured Parties)) on all of the Revolving Priority Collateral, and (ii) valid and perfected Second Priority Liens for the benefit of the Revolving Secured Parties (subject in priority only to Permitted Liens) on all of the Collateral that constitutes Notes Priority Collateral, in each case to the extent that such security interests can be perfected under the UCC by the filing of a financing statement;

(vi) to the extent such security interest can be perfected under the UCC, or, in the case of clause (4) below, the U.S. Copyright Act, without limiting the representation and warranty in clause (v) above, upon (1) delivery to the Revolving Collateral Agent of all Chattel Paper, Instruments, certificated Pledged Equity Interests

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and Pledged Debt constituting Collateral; (2) execution of control agreements in the form of Exhibit B or Exhibit C (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent), establishing the “control” by the Revolving Collateral Agent with respect to each Securities Account and Deposit Account (other than Excluded Accounts) in accordance with Section 4.4.4 or as otherwise provided in Section 5.14 of the Revolving Credit Agreement, (3) consent of the issuer with respect to Letter of Credit Rights that are not Supporting Obligations, (4) the recordation of a copyright security agreement in the form of Exhibit E hereto with the United States Copyright Office and (5) the recordation of intellectual property security agreements in the forms of Exhibit D and Exhibit F hereto with the United States Patent and Trademark Office, the security interests granted to the Revolving Collateral Agent in such Collateral hereunder constitute (i) valid, perfected and, in the case of Patents, Trademarks and Copyrights, properly noticed, First Priority Liens for the benefit of the Revolving Secured Parties on all of the foregoing constituting Revolving Priority Collateral, and (ii) valid, perfected and, in the case of Patents, Trademarks and Copyrights, properly noticed, Second Priority Liens for the benefit of the Revolving Secured Parties on all of the foregoing constituting Notes Priority Collateral;

(vii) all actions, filings, notices, registrations and recordings and all material consents, in each case as are necessary for the exercise by the Revolving Collateral Agent of the voting or other rights provided for in this Agreement or the exercise of remedies, in accordance with the terms of the Intercreditor Agreement, in respect of the Collateral, have been taken, made or obtained;

(viii) other than the financing statements filed in favor of the Revolving Collateral Agent, no effective UCC financing statement, fixture filing or other instrument similar in effect under any applicable law covering all or any part of the Collateral is on file in any filing or recording office except for (i) financing statements for which proper termination statements have been or are being delivered to the Revolving Collateral Agent for filing and (ii) financing statements filed in connection with Permitted Liens;

(ix) no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Grantor of the Liens purported to be created in favor of the Revolving Collateral Agent hereunder or (ii) the exercise by the Revolving Collateral Agent, in accordance with the terms of the Intercreditor Agreement, of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for the filings and actions contemplated by clauses (v) and (vi) above, (B) as may be required, in connection with the disposition of any Investment Related Property, by laws generally affecting the offering and sale of Securities, (C) as may be required in connection with the disposition of any Collateral, title to which is recorded or registered with a Governmental Authority or other regulatory body and (D) with respect to any Collateral consisting of Accounts and General Intangibles, payable or owing by any Governmental Authority or other regulatory body;

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(x) all information supplied by any Grantor with respect to any of the Collateral (in each case taken as a whole with respect to any particular Collateral) is accurate and complete in all material respects;

(xi) none of the Collateral constitutes, or is the Proceeds of, “farm products” (as defined in the UCC);

(xii) it does not own any “as extracted collateral” (as defined in the UCC) or any timber to be cut; and

(xiii) such Grantor has been duly organized as an entity of the type as set forth opposite such Grantor’s name on Schedule 4.1(A) solely under the laws of the jurisdiction as set forth opposite such Grantor’s name on Schedule 4.1(A) and remains duly existing as such. Such Grantor has not filed any certificates of domestication, transfer or continuance in any other jurisdiction.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) except for the security interest created by this Agreement, it shall not create or suffer to exist any Lien upon or with respect to any of the Collateral, except Permitted Liens, and such Grantor shall use commercially reasonable efforts to defend the Collateral against all Persons at any time claiming any interest therein (other than any such claim with respect to an immaterial portion of the Collateral);

(ii) it shall not produce, use, expressly permit or otherwise permit (to its knowledge) any Collateral to be used in violation of any provision of this Agreement or in any material respect unlawfully or in violation of any applicable statute, regulation or ordinance or any material policy of insurance covering the Collateral;

(iii) except with respect to any transaction permitted under the Revolving Credit Agreement which results in such Grantor ceasing to be a Credit Party, it shall not change such Grantor’s name, identity, corporate structure (e.g., by merger, consolidation, change in corporate form or otherwise), sole place of business, chief executive office, type of organization or jurisdiction of organization or establish any trade names unless it shall have (a) notified the Revolving Collateral Agent in writing, by executing and delivering to the Revolving Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A attached hereto, together with all supplements to Schedules thereto, within thirty (30) days following any such change or establishment (unless the Revolving Collateral Agent, in its reasonable discretion, consents to a longer period of notice), identifying such new proposed name, identity, corporate structure, sole place of business (or principal residence if such Grantor is a natural person), chief executive office, jurisdiction of organization or trade name and providing such other information in connection therewith as the Revolving Collateral Agent may reasonably request and (b) taken all actions reasonably requested by the Revolving Collateral Agent to maintain the continuous validity, perfection and the same or better priority of the Revolving Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby;

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(iv) it shall not take or permit any action which could reasonably be expected to impair the Revolving Collateral Agent’s rights in the Collateral other than Permitted Sales and the granting of Permitted Liens; and

(v) it shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as Permitted Sales.

4.2 Equipment and Inventory.

(a) Representations and Warranties. Each Grantor represents and warrants, on the Closing Date and on each Credit Date that any Goods with an aggregate fair market value in excess of $100,000 on the Closing Date or thereafter, as of the most recent date on which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement, are kept at the locations listed on Schedule 4.2 and on each Credit Date, that any Goods now or hereafter produced by any Grantor included in the Collateral have been and will be produced in compliance with the requirements of the Fair Labor Standards Act, as amended, except for any such non-compliances which would not reasonably be expected to have a Material Adverse Effect.

(b) Covenants and Agreements. Each Grantor covenants and agrees that:

(i) it shall (x) notify the Revolving Collateral Agent in writing annually and at such other times as the Revolving Collateral Agent may reasonably request (but in no event, so long as no Event of Default has occurred and is then continuing, more than two times per Fiscal Year) by executing and delivering to the Revolving Collateral Agent the annual collateral verification required by Section 5.1(p) of the Revolving Credit Agreement or an amendment or supplement to Schedule 4.2, as applicable, of any change in location of any Equipment or Inventory or any Document evidencing any Equipment or Inventory, identifying such new locations and providing such other information in connection therewith as the Revolving Collateral Agent may reasonably request and (y) take all actions necessary to maintain the continuous validity, perfection and the same or better priority of the Revolving Collateral Agent’s security interest in the Collateral intended to be granted and agreed to hereby, or to enable the Revolving Collateral Agent to exercise and enforce its rights and remedies hereunder (subject to the terms of the Intercreditor Agreement), with respect to such Equipment and Inventory;

(ii) it shall keep correct and accurate records of the Inventory, as is customarily maintained under similar circumstances by Persons of established reputation engaged in similar business;

(iii) it shall not deliver any Document evidencing any Equipment and Inventory to any Person other than (x) the issuer of such Document to claim the Goods evidenced therefor, (y) the Revolving Collateral Agent and (z) with respect to Equipment prior to the Discharge of Notes Obligations, the Secured Notes Collateral Agent;

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(iv) if any Equipment or Inventory in excess of $100,000, individually, or $1,000,000 in the aggregate, is in possession or control of any third party (other than, prior to the Discharge of Notes Obligations, Equipment in the possession of the Secured Notes Collateral Agent), each Grantor shall notify the third party of the Revolving Collateral Agent’s security interest therein and use its commercially reasonable efforts in obtaining an acknowledgment from the third party that it is holding such Equipment and Inventory for the benefit of the Revolving Collateral Agent; and

(v) it shall notify the Revolving Collateral Agent promptly and in any event within thirty (30) days of any Inventory or Equipment in excess of $100,000 individually or $1,000,000 in the aggregate that is or comes into the possession of an issuer of a negotiable document of title (as defined in Section 7-104 of the UCC) therefor, and shall, at the request of the Revolving Collateral Agent (in accordance with the terms of the Intercreditor Agreement), deliver any negotiable document of title evidencing or governing such Inventory or Equipment to the Revolving Collateral Agent, or establish the Revolving Collateral Agent’s control over any electronic negotiable documents of title; provided, however, that prior to the Discharge of Notes Obligations such Grantor may satisfy this requirement with respect to negotiable documents of title relating to Equipment by causing the Secured Notes Collateral Agent to obtain possession or control thereof.

4.3 Receivables.

(a) Representations and Warranties. Each Grantor represents and warrants, on the Closing Date and on each Credit Date, that:

(i) each Material Receivable arose from bona fide transactions in the ordinary course of business;

(ii) with respect to any Receivable with the government of the United States, any agency or instrumentality thereof, any state or municipality or any foreign sovereign (collectively, the “Governmental Authority Account Debtors”) with a face amount in excess of $20,000,000 and which are included in Eligible Accounts, each applicable Grantor has complied with the Federal Assignment of Claims Act or any applicable statute or municipal ordinance of similar purpose and effect. No Material Receivable requires the consent of the Account Debtor in respect thereof in connection with the pledge hereunder, except any consent which has been obtained; and

(iii) no Material Receivable is evidenced by, or constitutes, an Instrument or Chattel Paper which has not been delivered to, or otherwise subjected to the control of, the Revolving Collateral Agent, to the extent required by, and in accordance with, Section 4.3(c).

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(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) it shall keep and maintain at its own cost and expense accurate and complete records of the Receivables as are customarily maintained under similar circumstances by Persons of established reputation engaged in similar businesses;

(ii) it shall mark conspicuously, in form and manner reasonably satisfactory to the Revolving Collateral Agent, all Chattel Paper and Instruments evidencing Material Receivables (other than any delivered to the Revolving Collateral Agent as provided herein), with an appropriate reference to the fact that each of the Revolving Collateral Agent and the Secured Notes Collateral Agent has a security interest therein;

(iii) it shall perform in all material respects all of its obligations with respect to the Receivables;

(iv) other than in the ordinary course of business or as permitted by the Revolving Credit Agreement, it shall not amend, modify, terminate or waive any provision of any Receivable in excess of $250,000 individually for any invoice or $1,000,000 in the aggregate for any account (“Material Receivable”) in any manner which could reasonably be expected to have a material adverse effect on the value of such Material Receivable as Collateral. Other than in the ordinary course of business, and except as otherwise provided in subsection (v) below, after the occurrence and during the continuation of an Event of Default, such Grantor shall not (1) grant any extension or renewal of the time of payment of any Material Receivable, (2) compromise or settle any dispute, claim or legal proceeding with respect to any Material Receivable for less than the total unpaid balance thereof, (3) release, wholly or partially, any Person liable for the payment thereof, or (4) allow any credit or discount thereon;

(v) except as otherwise provided in this subsection, each Grantor may continue to collect all amounts due or to become due to such Grantor under the Receivables and any Supporting Obligation and may exercise each right it may have under any Receivable, any Supporting Obligation or Collateral Support, in each case, at its own expense; provided however, at any time following the occurrence and during the continuation of an Event of Default, the Revolving Collateral Agent may, subject to the terms of the Intercreditor Agreement: (1) direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Revolving Collateral Agent; (2) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such lockbox or other arrangement directly to the Revolving Collateral Agent; and (3) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. If the Revolving Collateral Agent notifies any Grantor that it has elected to collect the Receivables in accordance with the preceding sentence, any payments of Receivables received by such Grantor shall be promptly deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Revolving Collateral Agent if required, in a Securities

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Account or Deposit Account subject to a control agreement in the form of Exhibit B or Exhibit C, or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Support shall be received in trust for the benefit of the Revolving Collateral Agent hereunder and shall be segregated from other funds of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon; and

(vi) except as it shall determine otherwise in the ordinary course of business, it shall use commercially reasonable efforts to keep in full force and effect any Supporting Obligation or Collateral Support relating to any Receivable.

(c) Delivery and Control of Receivables. With respect to any Material Receivable that is evidenced by, or constitutes, Chattel Paper or Instruments, each Grantor shall cause each originally executed copy thereof to be delivered to the Revolving Collateral Agent (or its agent or designee) appropriately indorsed to the Revolving Collateral Agent or indorsed in blank within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days of such Grantor acquiring rights therein (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion). With respect to any Material Receivable which would constitute “electronic chattel paper” under Article 9 of the UCC, each Grantor shall take all steps necessary to give the Revolving Collateral Agent control over such Receivables (within the meaning of Section 9-105 of the UCC) within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of such Grantor acquiring rights therein (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion). Any Receivable not otherwise required to be delivered or subjected to the control of the Revolving Collateral Agent in accordance with this subsection (c) shall be delivered or subjected to such control upon reasonable request of the Revolving Collateral Agent.

4.4 Investment Related Property.

4.4.1 Investment Related Property Generally.

(a) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) in the event it acquires rights in any Investment Related Property after the date hereof, it shall deliver to the Revolving Collateral Agent, no less frequently than on an annual basis, a completed Pledge Supplement, substantially in the form of Exhibit A, together with all supplements to Schedules thereto, reflecting such new Investment Related Property and all other Investment Related Property. Notwithstanding the foregoing, it is understood and agreed that the applicable security interest of the Revolving Collateral Agent shall attach to all Investment Related Property immediately upon any Grantor’s acquisition of rights therein and shall not be affected by the failure of any Grantor to deliver a supplement to Schedule 4.4 as required hereby;

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(ii) except as provided in the next sentence, in the event such Grantor receives any dividends, interest or distributions on any Investment Related Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any Investment Related Property, then (a) such dividends, interest or distributions and securities or other property shall be included in the definition of “Collateral” without further action and (b) such Grantor shall, subject to the terms of the Intercreditor Agreement, promptly take all steps reasonably necessary or otherwise reasonably requested by the Revolving Collateral Agent to ensure the validity, perfection and priority of the security interest purported to be granted hereby to the Revolving Collateral Agent in such Investment Related Property, and the control of the Revolving Collateral Agent over such Investment Related Property (including, without limitation, delivery thereof to the Revolving Collateral Agent), and pending any such action such Grantor shall be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Revolving Collateral Agent and shall segregate such dividends, distributions, Securities or other property from all other property of such Grantor; provided, further, however, that to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, the Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Secured Notes Collateral Agent in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement. Notwithstanding the foregoing, so long as no Event of Default shall have occurred and be continuing and the Revolving Collateral Agent has not instructed the Grantors in writing otherwise, the Revolving Collateral Agent authorizes each Grantor to retain all cash dividends and distributions and all payments of interest; and

(iii) each Grantor consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Revolving Collateral Agent.

(b) Delivery and Control.

Each Grantor agrees that with respect to any Investment Related Property in which it currently has rights, it shall comply with the provisions of this Section 4.4.1(b) on or before the Closing Date and with respect to any Investment Related Property hereafter acquired by such Grantor it shall comply with the provisions of this Section 4.4.1(b) within the later of (i) ninety (90) days after the Closing Date and (ii) thirty (30) days of acquiring rights therein (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion, in each case in form and substance reasonably satisfactory to the Revolving Collateral Agent. With respect to any Investment Related Property that is represented by a certificate or that is an “instrument” (other than any Investment Related Property credited to a Securities Account) it shall cause such certificate or instrument to be delivered to the Revolving Collateral Agent, indorsed in blank by an “effective indorsement” (as defined in Section 8-107 of the UCC), regardless of whether such certificate constitutes a “certificated security” for purposes of the UCC. With respect to any Investment Related Property that is an “uncertificated security” as defined in Section 8-102 of the UCC (other than any “uncertificated securities” credited to a Securities Account) each Grantor shall cause any issuer of such uncertificated securities to execute and deliver a control agreement with respect to such uncertificated securities in form and

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substance reasonably satisfactory to the Revolving Collateral Agent, pursuant to which such issuer agrees to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s instructions with respect to such uncertificated security without further consent by such Grantor, provided, however, that to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, the Grantor shall satisfy the requirements of this subsection (b) relating to delivery and control by establishing such control and delivering such property to the Secured Notes Collateral Agent in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement.

(c) Voting and Distributions.

(i) So long as no Event of Default shall have occurred and be continuing and no notice shall be given pursuant to clause (ii) below:

(1) except as otherwise provided under the covenants and agreements relating to Investment Related Property in this Agreement, the Revolving Credit Agreement or the Intercreditor Agreement, each Grantor shall be entitled to exercise or refrain from exercising any and all voting and other consensual rights pertaining to the Investment Related Property or any part thereof for any purpose not inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Intercreditor Agreement; it being understood, however, that neither the voting by such Grantor of any Pledged Stock for, or such Grantor’s consent to, the election of directors (or similar governing body) at a regularly scheduled annual or other meeting of stockholders or with respect to incidental matters at any such meeting, nor such Grantor’s consent to or approval of any action otherwise permitted under this Agreement, the Revolving Credit Agreement or the Intercreditor Agreement, shall be deemed inconsistent with the terms of this Agreement, the Revolving Credit Agreement or the Intercreditor Agreement within the meaning of this Section 4.4.1(c)(i)(1), and no notice of any such voting or consent need be given to the Revolving Collateral Agent; and

(2) the Revolving Collateral Agent shall promptly execute and deliver (or cause to be executed and delivered) to each Grantor all proxies, and other instruments as such Grantor may from time to time reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights when and to the extent which it is entitled to exercise pursuant to clause (1) above;

(ii) Upon three Business Days prior notice from the Revolving Collateral Agent to the Grantors that their rights under this Section 4.4.1(c) are being suspended:

(A) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall, upon notice to such Grantor by the Revolving Collateral Agent (provided that no such notice shall be required in the case of an Event of Default under Section 8.1(f) or (g) of the Revolving Credit Agreement), cease and all such rights shall thereupon become vested in the Revolving Collateral Agent who shall, subject to the terms of the Intercreditor Agreement, thereupon have the right, subject to the terms of the Intercreditor Agreement, to exercise such voting and other consensual rights; and

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(B) in order to permit the Revolving Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to the Intercreditor Agreement, and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall, upon notice to such Grantor by the Revolving Collateral Agent (provided that no such notice shall be required in the case of an Event of Default under Section 8.1(f) or (g) of the Revolving Credit Agreement), promptly execute and deliver (or cause to be executed and delivered) to the Revolving Collateral Agent all proxies, dividend payment orders and other instruments as the Revolving Collateral Agent may from time to time reasonably request and (2) each Grantor acknowledges that the Revolving Collateral Agent may, subject to the terms of the Intercreditor Agreement, utilize the power of attorney set forth in Section 6.1.

4.4.2 Pledged Equity Interests.

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) Schedule 4.4(A) sets forth under the headings “Pledged Stock”, “Pledged LLC Interests”, “Pledged Partnership Interests” and “Pledged Trust Interests”, respectively, all of the Pledged Stock, Pledged LLC Interests, Pledged Partnership Interests and Pledged Trust Interests owned by any Grantor and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule, all of which is true, accurate and complete as of the Closing Date or thereafter, as of the most recent date on which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement;

(ii) except as set forth on Schedule 4.4(B), it has not acquired any majority equity interests of another entity or substantially all the assets of another entity within the five (5) years prior to the Closing Date;

(iii) it is the record and beneficial owner of the Pledged Equity Interests free of all Liens, rights or claims of other Persons other than Permitted Liens and there are no outstanding warrants, options or other rights to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any Pledged Equity Interests;

(iv) no material consent of any Person including any other general or limited partner, any other member of a limited liability company, any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection or Second Priority status of the security interest of the Revolving Collateral Agent in any Pledged Equity Interests or the exercise, subject to the terms of the Intercreditor

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Agreement, by the Revolving Collateral Agent of the voting or other rights provided for in this Agreement or the exercise, subject to the terms of the Intercreditor Agreement, of remedies in respect thereof;

(v) except as otherwise set forth in Schedule 4.4, none of the Pledged Equity Interests issued by any Grantor or any Restricted Subsidiary thereof are or represent interests in issuers that: (a) are registered as investment companies or (b) are dealt in or traded on securities exchanges or markets; and

(vi) all of the Pledged Equity Interests existing on the date hereof have been, and to the extent any Pledged Equity Interests are hereafter issued, such Pledged Equity Interests will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable to the extent applicable.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that:

(i) unless otherwise permitted under the Revolving Credit Agreement, without the prior written consent of the Revolving Collateral Agent (which shall not be unreasonably withheld), it shall not vote to enable or take any other action to: (a) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other organizational documents in any way that adversely affects the validity, perfection or priority of the Revolving Collateral Agent’s security interest except for Permitted Liens and Permitted Sales, (b) permit any issuer of any Pledged Equity Interest that is a Grantor or a Restricted Subsidiary thereof to issue any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such issuer unless such stock or interests is pledged hereunder, (c) permit any issuer of any Pledged Equity Interest that is a Restricted Subsidiary to dispose of all or a material portion of its assets, (d) waive any default under or breach of any terms of any organizational document relating to the issuer of any Pledged Equity Interest or the terms of any Pledged Debt that would, individually or in the aggregate, cause a Material Adverse Effect, or (e) cause any Restricted Subsidiary of the Borrower that is an issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (e), such Grantor shall promptly notify the Revolving Collateral Agent in writing of any such election or action and, in such event, shall take all steps reasonably requested by the Revolving Collateral Agent to establish the Revolving Collateral Agent’s “control” thereof (including those steps described in Section 4.4.1(b) hereof), provided, however, to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, the Grantor shall satisfy the requirements of this subsection relating to

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delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Secured Notes Collateral Agent in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement;

(ii) it shall comply with all of its obligations under any partnership agreement or limited liability company agreement relating to Pledged Partnership Interests or Pledged LLC Interests and shall enforce all of its rights with respect to any Investment Related Property, except to the extent that the noncompliance or non-enforcement of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(iii) it consents to the grant by each other Grantor of a security interest in all Investment Related Property to the Revolving Collateral Agent and, without limiting the foregoing, following the occurrence and during the continuance of an Event of Default and subject to the terms of the Intercreditor Agreement, consents to (x) the transfer of any Pledged Partnership Interest and any Pledged LLC Interest to the Revolving Collateral Agent or its nominee and (y) the substitution of the Revolving Collateral Agent or its nominee as a partner in any partnership or as a member in any limited liability company with all the rights and powers related thereto; and

(iv) it shall notify the Revolving Collateral Agent in writing, by executing and delivering to the Revolving Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A, together with all Supplements or Schedules thereto, promptly if any issuer of Pledged LLC Interests or Pledged Partnership Interests that is a Grantor or a Restricted Subsidiary thereof has opted to be treated as securities under the UCC of any jurisdiction.

4.4.3 Pledged Debt.

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that Schedule 4.4(A) sets forth under the heading “Pledged Debt” all of the Pledged Debt owned by any Grantor as of the Closing Date or, thereafter, as of the most recent date on which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement, and all of such Pledged Debt has been duly authorized, authenticated or issued, and delivered and is the legal, valid and binding obligation of the issuers thereof and is not in default and constitutes all of the issued and outstanding inter-company Indebtedness owned by such Grantor;

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that it shall notify the Revolving Collateral Agent of any default under any Pledged Debt that has caused or could reasonably be expected to cause, either in any individual case or in the aggregate, a Material Adverse Effect.

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4.4.4 Investment Accounts.

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and each Credit Date, that:

(i) Schedule 4.4(A) sets forth under the headings “Securities Accounts” and “Commodities Accounts”, respectively, all of the Securities Accounts and Commodities Accounts in which each Grantor has an interest as of the Closing Date or, thereafter, as of the most recent date on which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement. Each Grantor is the sole entitlement holder of each such Securities Account and Commodity Account, and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Revolving Collateral Agent pursuant hereto and the securities intermediary or commodities intermediary, as applicable, to the extent such securities intermediary or commodities intermediary is deemed to have “control” under applicable law) having “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over, or any other interest in, any such Securities Account or Commodity Account or securities or other property credited thereto;

(ii) Schedule 4.4(A) sets forth under the headings “Deposit Accounts” all of the Deposit Accounts in which each Grantor has an interest as of the Closing Date or, thereafter, as of the most recent date on which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement. Each Grantor is the sole account holder of each such Deposit Account and such Grantor has not consented to, and is not otherwise aware of, any Person (other than the Revolving Collateral Agent pursuant hereto or the applicable depository bank to the extent such depository bank is deemed to have “control” under applicable law) having either sole dominion and control (within the meaning of common law) or “control” (within the meanings of Section 9-104 of the UCC) over, or any other interest in, any such Deposit Account or any money or other property deposited therein; and

(iii) Each Grantor has taken all actions reasonably requested by the Revolving Collateral Agent, including those specified in Section 4.4.4(b), to, within the time frames set forth herein: (a) establish the Revolving Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Investment Related Property constituting Certificated Securities or Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodities Accounts (each as defined in the UCC) (other than Excluded Accounts), (b) establish the Revolving Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than Excluded Accounts) and (c) deliver all Instruments to the Revolving Collateral Agent, provided, however, that to the extent that any such Instruments or Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, such Grantor shall satisfy the requirements of this subsection relating to delivery and control by establishing such control and delivering such property to, and registering as owner of any uncertificated securities, the Secured Notes Collateral Agent in accordance with the terms of the Notes Security Agreement and Intercreditor Agreement.

(b) Delivery and Control.

(i) With respect to any Investment Related Property consisting of Securities Accounts or Securities Entitlements (other than Excluded Accounts), within

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the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement substantially in the form of Exhibit B (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent) pursuant to which it shall agree to comply (subject to the provisions thereof) with the Revolving Collateral Agent’s “entitlement orders” without further consent by such Grantor. With respect to any Investment Related Property consisting of Commodities Accounts (other than Excluded Accounts), within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the commodities intermediary maintaining such Commodities Account to enter into an agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-106 of the UCC) over such Commodities Account. With respect to any Investment Related Property that is a Deposit Account (other than Excluded Accounts), subject to Section 5.14 of the Revolving Credit Agreement, within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the creation or acquisition thereof (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), it shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Exhibit C (or such other control agreement in form and substance reasonably satisfactory to the Revolving Collateral Agent), pursuant to which the Revolving Collateral Agent (subject to the provisions thereof) shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Notwithstanding anything to the contrary contained in this Section 4.4.4(b)(i), to the extent that any such Investment Related Property constitutes Notes Priority Collateral, prior to the Discharge of Notes Obligations, each applicable Grantor shall satisfy the requirements of this subsection by establishing the control of the Secured Notes Collateral Agent over such Investment Account in accordance with the terms of the Notes Security Agreement and the Intercreditor Agreement. Subject to Section 5.14 of the Revolving Credit Agreement, each Grantor shall have entered into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that exist on the Closing Date, as of or prior to the Closing Date (or such later time as provided in the two preceding sentences) and (ii) any other Securities Accounts, Securities Entitlements, Commodities Accounts or Deposit Accounts (other than Excluded Accounts) that are created or acquired after the Closing Date, within the later of (x) ninety (90) days after the Closing Date and (y) thirty (30) days after the deposit or transfer of any such Securities Entitlements or funds (or such later date as may be agreed in writing by the Revolving Collateral Agent in its reasonable discretion), whether constituting moneys or investments, into such Securities Accounts, Commodities Accounts or Deposit Accounts; and

(ii) Upon the occurrence and during the continuance of an Event of Default, in addition to the foregoing, (x) if any issuer of any Investment Related Property

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is located in a jurisdiction outside of the United States, if requested by Revolving Collateral Agent, each Grantor shall take such additional actions (including, without limitation, causing the issuer to register the pledge on its books and records or making such filings or recordings, in each case as may be reasonably requested by the Revolving Collateral Agent, under the laws of such issuer’s jurisdiction) to insure the validity, perfection and priority purported to be granted hereby of the security interest of the Revolving Collateral Agent, (y) the Revolving Collateral Agent shall have the right, without notice to any Grantor, but subject to the terms of the Intercreditor Agreement, to transfer all or any portion of the Investment Related Property to its name or the name of its nominee or agent and (z) the Revolving Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations.

4.5 Letter of Credit Rights.

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) all Letter of Credit Rights pertaining to letters of credit to which such Grantor has rights as of the Closing Date, or thereafter, as of the most recent date on which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement, are listed on Schedule 4.5 hereto (or on the most recent Perfection Certificate delivered by each Grantor); and

(ii) it has obtained the consent of each issuer of any letter of credit with a stated amount in excess of $1,500,000 to the assignment of the proceeds of the letter of credit to the Revolving Collateral Agent.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to any Letter of Credit Rights pertaining to letters of credit described in clause (a)(ii) above hereafter arising it shall promptly and in no event later than thirty (30) days of its obtaining rights in such Letter of Credit Rights use its commercially reasonable efforts to obtain the consent of the issuer thereof to the assignment of the proceeds of such letter of credit to the Revolving Collateral Agent and shall deliver to the Revolving Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A, together with all supplements to Schedules thereto.

4.6 Intellectual Property.

(a) Representations and Warranties. Except as disclosed in Schedule 4.6(I), each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that:

(i) Schedule 4.6 sets forth a true and complete list of (i) all registered Trademarks, registered Copyrights and registered Patents and all applications to register any of the foregoing owned by such Grantor and (ii) all Patent Licenses, Trademark Licenses, Trade Secret Licenses, Copyright Licenses and Software material to any line of business of the Grantors as of the Closing Date or thereafter, as of the most recent date on

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which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement, except for “shrink-wrap” licenses, “click-through” agreement, website terms of use, end-user agreements and licenses for “off-the-shelf” or commercially available software involving aggregate payments in any fiscal year of an amount less than $1,000;

(ii) it is the sole owner of the entire right, title, and interest in and to all Intellectual Property listed on Schedule 4.6 that it purports to own and owns or has the valid right to use Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, except where failure to own or possess the right to use, individually or in the aggregate, has not had, and could not reasonably be likely to have, a Material Adverse Effect;

(iii) all Intellectual Property is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and each Grantor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks in full force and effect; except where failure to maintain, individually or in the aggregate, has not had, and could not reasonably be likely to have, a Material Adverse Effect;

(iv) no holding, decision, or judgment has been rendered in any action or proceeding before any court or administrative authority challenging the validity of, such Grantor’s right to register, or such Grantor’s rights to own or use, any Intellectual Property and no such action or proceeding is pending or, threatened except where such action or proceeding, individually or in the aggregate, has not had, and could not reasonably be likely to have, a Material Adverse Effect;

(v) all registrations and applications for Copyrights, Patents and Trademarks are standing in the name of each Grantor, and none of the Trademarks, Patents, Copyrights or Trade Secrets has been licensed by any Grantor to any Affiliate or third party, except as disclosed in Schedule 4.6(B), (D), (F), or (G);

(vi) except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, each Grantor uses adequate standards of quality in the manufacture, distribution, and sale of all products sold and in the provision of all services rendered under or in connection with all Trademarks and Trademark Licenses and has taken all action necessary to insure that all licensees of the Trademarks and Trademark Licenses owned by such Grantor use such adequate standards of quality;

(vii) the conduct of such Grantor’s business does not infringe upon or otherwise violate any trademark, patent, copyright, trade secret or other intellectual property right owned or controlled by any third party, individually or in the aggregate, in a manner reasonably likely to result in a Material Adverse Effect; no written or other claim has been made that the use of any Intellectual Property or any Trademark, work of authorship or technology owned or used by Grantor violates the asserted rights of any third party except as listed on Schedule 4.6, and except as, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect;

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(viii) no third party is infringing upon or otherwise violating any rights in any Intellectual Property owned by such Grantor, in a manner reasonably likely to result in a Material Adverse Effect;

(ix) except as, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect, no settlements or consents, covenants not to sue, nonassertion assurances, or releases have been entered into by Grantor or exist to which Grantor is bound that adversely affect Grantor’s rights to own or use any Intellectual Property; and

(x) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale, transfer or agreement of any Intellectual Property that has not been terminated or released. There is no effective financing statement or other document or instrument now executed, or on file or recorded in any public office, granting a security interest in or otherwise encumbering any part of the Intellectual Property, other than (x) the financing statements filed in favor of the Revolving Collateral Agent and the Secured Notes Collateral Agent, (y) Permitted Liens or (z) otherwise disclosed on Schedule 4.6.

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees as follows:

(i) it shall not do any act or omit to do any commercially unreasonable act whereby any of the Intellectual Property which, in its reasonable business judgment, is material to any line of business of the Grantors may lapse, or become abandoned, dedicated to the public, or unenforceable, or which would adversely affect the validity, grant, or enforceability of the security interest granted therein;

(ii) it shall not, with respect to any Trademarks which are material to any line of business of the Grantors, as determined in its reasonable business judgment, cease the use of any of such Trademarks or fail to maintain the level of the quality of products sold and services rendered under any of such Trademark at a level at least substantially consistent with the quality of such products and services as of the date hereof, and such Grantor shall take all steps reasonably necessary to insure that licensees of such Trademarks use such consistent standards of quality;

(iii) it shall, at its own expense, within thirty (30) days of the creation or acquisition of any copyrightable work which is material to any line of business of the Grantors, apply to register the Copyright in the United States Copyright Office except for works with respect to which such Grantor has determined with the exercise of its commercially reasonable judgment that it shall not so apply; it shall promptly notify the Revolving Collateral Agent if it knows or has reason to know that any item of the Intellectual Property that is material to any line of business of the Grantors may become (a) abandoned or dedicated to the public or placed in the public domain, (b) invalid or unenforceable, or (c) subject to any adverse determination or development (including the institution of proceedings) in any action or proceeding in the United States Patent and Trademark Office, the United States Copyright Office, any state registry, any foreign

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counterpart of the foregoing, or any court; except for works with respect to which such Grantor has reasonably determined are of diminishing value and not used in or needed for the conduct of its business;

(iv) it shall, at its own expense, take all reasonable steps in the United States Patent and Trademark Office, the United States Copyright Office, any state registry or any foreign counterpart of the foregoing, to maintain any registration of each Trademark, Patent, and Copyright owned by such Grantor and material to any line of business of the Grantors which is now included in the Intellectual Property including, but not limited to, those items on Schedule 4.6(A), (C) and (E) except for Intellectual Property that such Grantor has reasonably determined are of diminishing value and not used in or needed for the conduct of its business or where failure to take such action, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect;

(v) in the event that any Intellectual Property owned by or exclusively licensed to such Grantor that is of significant value or is material to any line of business of the Grantors is, to such Grantor’s knowledge, infringed, misappropriated, or diluted by a third party, such Grantor shall promptly take all reasonable actions to stop such infringement, misappropriation, or dilution and protect its rights in such Intellectual Property including, but not limited to, the initiation of a suit for injunctive relief and to recover damages (except for Intellectual Property that such Grantor has reasonably determined are of diminishing value and not used in or needed for the conduct of such line of business); such Grantor shall also notify in writing Revolving Collateral Agent of the name and address of such third party, as well as any pertinent information reasonably requested by the Revolving Collateral Agent regarding the infringement, misappropriation, or dilution;

(vi) it shall report to the Revolving Collateral Agent (i) the filing of any application to register any Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any state registry or foreign counterpart of the foregoing (whether such application is filed by such Grantor or through any agent, employee, licensee, or designee thereof), (ii) the acquisition of any such application or registration by purchase or assignment, and (iii) the registration of any Intellectual Property by any such office, in each case by executing and delivering to the Revolving Collateral Agent (A) a completed Pledge Supplement, substantially in the form of Exhibit A, together with all supplements to Schedules thereto; and (B) a grant of security in the Intellectual Property substantially in the form of Exhibit D, Exhibit E, or Exhibit F, as applicable, within thirty (30) days of such submission or acquisition or as soon as legally permissible, and promptly file such grant with the United States Patent and Trademark Office or the United States Copyright Office, as applicable; provided, that for the avoidance of doubt, any Intellectual Property or rights therein acquired by any Grantor after the date hereof shall constitute Collateral as if such would have constituted Collateral at the time of execution hereof and be subject to the lien and security interest created by this Agreement without further action by any party;

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(vii) it shall promptly execute and deliver within thirty (30) days to the Revolving Collateral Agent at such Grantor’s expense, a certificate or other indicia of ownership where a registration of Intellectual Property is issued hereafter as a result of any application now or hereafter pending, and execute, deliver and record any document required to acknowledge, confirm, register, record, or perfect the Revolving Collateral Agent’s interest in any part of the Intellectual Property, whether now owned or hereafter acquired;

(viii) except with the prior consent of the Revolving Collateral Agent (not to be unreasonably withheld) or as permitted under the Revolving Credit Agreement, no Grantor shall execute, and there will not be on file in any public office, any financing statement or other document or instruments (other than financing statements, documents or instruments filed in respect of Permitted Liens) and no Grantor shall sell, assign, transfer, license, grant any option or create or suffer to exist any Lien upon or with respect to the Intellectual Property, except for (1) the Lien created by and under this Agreement and the other Credit Documents and (2) Permitted Liens;

(ix) take all steps reasonably necessary to protect the secrecy of all Trade Secrets, including, without limitation, entering into confidentiality agreements with employees and labeling and restricting access to secret information and documents, except as, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect;

(x) it shall take all steps reasonably necessary to use proper statutory notice in connection with its use of any of the Intellectual Property, except as, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Effect; and

(xi) subject to the next sentence, it shall continue to collect, at its own expense, all amounts due or to become due to such Grantor in respect of the Intellectual Property or any portion thereof. In connection with such collections, each Grantor may take (and, at the Revolving Collateral Agent’s reasonable direction (subject to the terms of the Intercreditor Agreement), shall take) such action as such Grantor or the Revolving Collateral Agent may deem reasonably necessary or advisable to enforce collection of such amounts. Notwithstanding the foregoing, the Revolving Collateral Agent shall have the right (subject to the terms of the Intercreditor Agreement) at any time to notify, or require any Grantor to notify, any obligors with respect to any such amounts of the existence of the security interest created hereby;

provided with respect to sub-clauses (i) through (x) above, nothing in this Agreement shall prevent any Grantor from discontinuing the use or maintenance of any Article 9 Collateral consisting of a Patent, Trademark or Copyright, or require any Grantor to pursue any claim of infringement, misappropriation or dilution, if (x) such Grantor so reasonably determines in its good business judgment and (y) it is not prohibited by the Revolving Credit Agreement.

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4.7 Commercial Tort Claims.

(a) Representations and Warranties. Each Grantor hereby represents and warrants, on the Closing Date and on each Credit Date, that Schedule 4.7 (or on the most recent Perfection Certificate delivered by such Grantor) sets forth all Commercial Tort Claims of each Grantor in excess of $1,000,000, individually, or $5,000,000, in the aggregate, as of the Closing Date, or thereafter, as of the most recent date on which annual financial statements were required to be provided under Section 5.1(c) of the Revolving Credit Agreement; and

(b) Covenants and Agreements. Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $1,000,000, individually, or $5,000,000, in the aggregate, hereafter arising it shall promptly and in no event later than thirty (30) days (or such later date as agreed in writing by the Revolving Collateral Agent in its reasonable discretion) of it acquiring rights in such Commercial Tort Claims deliver to the Revolving Collateral Agent a completed Pledge Supplement, substantially in the form of Exhibit A, together with all supplements to Schedules thereto, identifying such new Commercial Tort Claims and granting to the Revolving Collateral Agent a security interest therein and in the Proceeds thereof.

Section 5. Further Assurances; Additional Grantors.

5.1 Further Assurances.

(a) Each Grantor agrees that from time to time, at the expense of such Grantor, it shall promptly execute and deliver all further instruments and documents, and take all further action that the Revolving Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted hereby or to enable the Revolving Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral or Mortgaged Property, subject to the terms of the Intercreditor Agreement. Without limiting the generality of the foregoing, each Grantor shall:

(i) file such financing or continuation statements, or amendments thereto, and execute and deliver such other agreements, instruments, endorsements, powers of attorney or notices as the Revolving Collateral Agent may reasonably request, in order to perfect and preserve the security interests granted or purported to be granted hereby;

(ii) take all actions necessary to ensure the recordation of appropriate evidence of the liens and security interest granted hereunder in the Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or in which an application for registration is pending including, without limitation, executing and filing a grant of security in the Intellectual Property substantially in the form of Exhibit D, Exhibit E, or Exhibit F, as applicable, at the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts on any of the foregoing; and

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(iii) take all actions necessary or required under the Federal Assignment of Claims Act or any applicable statute or municipal ordinance of similar purpose and effect in connection with any Receivables in respect of Governmental Authority Account Debtors with a face amount in excess of $20,000,000 and which are included in Eligible Accounts.

(b) Each Grantor hereby authorizes, at such Grantor’s expense, the Revolving Collateral Agent to file a Record or Records, including, without limitation, financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as the Revolving Collateral Agent may determine, in its sole discretion, are necessary to perfect the security interest granted to the Revolving Collateral Agent herein. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Revolving Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Revolving Collateral Agent herein, including, without limitation, describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired” or words of similar description.

(c) In addition, each Grantor, at such Grantor’s expense, hereby ratifies and approves the authorization of the Revolving Collateral Agent to file, for the benefit of the Revolving Secured Parties, any financing statements which may have been filed prior to the date hereof by the Revolving Collateral Agent with respect to the Collateral. In the event that the description of the Collateral in any such financing statement includes assets that do not constitute Collateral, the filing of such financing statement shall nonetheless be deemed authorized by such Grantor to the extent of the Collateral included in such description, and any such inaccuracy in such financing statement shall not render the financing statement ineffective as to any of the Collateral. Each Grantor, at such Grantor’s expense, irrevocably and unconditionally authorizes the Revolving Collateral Agent to adopt on its behalf any symbol required for authenticating any electronic filing. Nothing contained herein shall be construed to in any manner limit any other authorization by any Grantor of the filing of financing statements by or on such Grantor’s behalf or for the benefit of the Revolving Secured Parties.

(d) Each Grantor hereby authorizes the Revolving Collateral Agent to modify this Agreement after obtaining such Grantor’s approval of or signature to such modification by amending Schedule 4.6 to include reference to any right, title or interest in any existing Intellectual Property or any Intellectual Property acquired or developed by any Grantor after the execution hereof or to delete any reference to any right, title or interest in any Intellectual Property in which any Grantor no longer has or claims any right, title or interest.

(e) Each Grantor agrees that, in the event any Grantor takes any action to grant or perfect a Lien in favor of the Secured Notes Collateral Agent in any assets, such Grantor shall also take such action to grant or perfect a Lien (subject to the Intercreditor Agreement) in favor of the Revolving Collateral Agent to secure the Secured Obligations, whether or not such action was requested by the Revolving Collateral Agent.

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5.2 Additional Grantors.

From time to time subsequent to the date hereof, additional Persons may become parties hereto as additional Grantors (each, an “Additional Grantor”), by executing a Supplement to the Pledge and Security Agreement. Upon delivery of any such Supplement to the Pledge and Security Agreement in substantially the form of Exhibit G hereto to the Revolving Collateral Agent, notice of which is hereby waived by the Grantors, each Additional Grantor shall be a Grantor and shall be as fully a party hereto as if such Additional Grantor were an original signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Grantor hereunder, nor by any election of Revolving Collateral Agent not to cause any Restricted Subsidiary of the Borrower to become an Additional Grantor hereunder. This Agreement shall be fully effective as to any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.

5.3 Post-Closing Deliverables.

(a) Within forty-five (45) days after the Closing Date (subject to extensions in the sole discretion of the Administrative Agent), the Borrower shall deliver to the Revolving Collateral Agent the Line of Credit Note, dated October 2, 2007, by and among Hall-Mark Fire Apparatus –Texas, LLC, and E-One, Inc., in an original principal aggregate amount of $1,000,000, accompanied by an instrument of transfer or assignment duly executed in blank.

(b) Within forty-five (45) days after the Closing Date, the Borrower shall deliver to the Revolving Collateral Agent certificates representing all certificated Pledged Equity Interests owned by any Grantor in Collins I Holdings Corp., accompanied by instruments of transfer or assignment duly executed in blank.

Section 6. Revolving Collateral Agent Appointed Attorney-In-Fact.

6.1 Power of Attorney.

To the fullest extent permitted by law, each Grantor hereby irrevocably appoints the Revolving Collateral Agent (such appointment being coupled with an interest) as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor, the Revolving Collateral Agent or otherwise, from time to time in the Revolving Collateral Agent’s discretion to take any action and to execute any instrument that the Revolving Collateral Agent may, subject to the terms of the Intercreditor Agreement, deem reasonably necessary or advisable to accomplish the purposes of this Agreement, the other Credit Documents and the Intercreditor Agreement, including, without limitation, the following:

(a) upon the occurrence and during the continuance of any Event of Default, to obtain and adjust insurance required to be maintained by such Grantor or paid to the Revolving Collateral Agent pursuant to the Revolving Credit Agreement;

(b) upon the occurrence and during the continuance of any Event of Default, to ask for, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral or Mortgaged Property;

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(c) upon the occurrence and during the continuance of any Event of Default, to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (b) above;

(d) upon the occurrence and during the continuance of any Event of Default, to file any claims or take any action or institute any proceedings that the Revolving Collateral Agent may reasonably request for the collection of any of the Collateral or otherwise to enforce the rights of the Revolving Collateral Agent with respect to any of the Collateral or Mortgaged Property;

(e) to prepare and file any UCC financing statements against such Grantor as debtor;

(f) to prepare, sign, and file for recordation in any intellectual property registry, appropriate evidence of the lien and security interest granted herein in the Intellectual Property in the name of such Grantor as debtor;

(g) upon the occurrence and during the continuance of an Event of Default, to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including, without limitation, actions to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Revolving Collateral Agent in its sole discretion, any such payments made by the Revolving Collateral Agent to become obligations of such Grantor to the Revolving Collateral Agent, due and payable immediately without demand; and

(h) upon the occurrence and during the continuance of an Event of Default, generally to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral or Mortgaged Property as fully and completely as though the Revolving Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Revolving Collateral Agent’s option and such Grantor’s expense, at any time or from time to time, all acts and things that the Revolving Collateral Agent deems reasonably necessary to protect, preserve or realize upon the Collateral and the Revolving Collateral Agent’s security interest therein in order to effect the intent of this Agreement, all as fully and effectively as such Grantor might do.

6.2 No Duty on the Part of Collateral Agent or Secured Parties. The powers conferred on the Revolving Collateral Agent hereunder are solely to protect the interests of the Revolving Secured Parties in the Collateral and Mortgaged Property and shall not impose any duty upon the Revolving Collateral Agent, the Revolving Administrative Agent or any other Revolving Secured Party to exercise any such powers. The Revolving Collateral Agent, the Revolving Administrative Agent and the other Revolving Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable judgment).

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Section 7. Remedies.

7.1 Generally.

(a) If any Event of Default shall have occurred and be continuing, the Revolving Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein, the other Credit Documents or otherwise available to it at law or in equity but subject to the terms of the Intercreditor Agreement, all the rights and remedies of the Revolving Collateral Agent on default under the UCC (whether or not the UCC applies to the affected Collateral) to collect, enforce or satisfy any Secured Obligations then owing, whether by acceleration or otherwise, and also may to the fullest extent permitted by applicable law, but subject to the terms of the Intercreditor Agreement, pursue any of the following separately, successively or simultaneously:

(i) require any Grantor to, and each Grantor hereby agrees that it shall at its expense and promptly upon request of the Revolving Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Revolving Collateral Agent and make it available to the Revolving Collateral Agent at a place to be designated by the Revolving Collateral Agent that is reasonably convenient to both parties;

(ii) personally, or by agents or attorneys, enter onto the property where any Collateral is located and take possession thereof with or without judicial process;

(iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Revolving Collateral Agent deems appropriate and while the Collateral shall be so stored, provide such security and maintenance services as shall be commercially reasonable to protect the same and to preserve and maintain them in good condition;

(iv) without notice except as specified below or under the UCC, sell, assign, lease, license (on an exclusive or nonexclusive basis) or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Revolving Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Revolving Collateral Agent may deem commercially reasonable; and

(v) apply any monies constituting Collateral or proceeds thereof in accordance with the provision of Section 7.2.

(b) Subject to the terms of the Intercreditor Agreement, the Revolving Collateral Agent or any other Revolving Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Revolving Collateral Agent, as collateral agent for and representative of the Revolving Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and

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apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Revolving Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten Business Days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Revolving Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Revolving Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that it would not be commercially unreasonable for the Revolving Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives (to the extent permitted by applicable law) any claims against the Revolving Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Revolving Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, the Grantors shall remain liable for the deficiency and the reasonable fees of any attorneys employed by the Revolving Collateral Agent to collect such deficiency. Each Grantor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or Governmental Authorities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Grantor’s expense. Each Grantor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Revolving Collateral Agent, that the Revolving Collateral Agent has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against such Grantor, and such Grantor hereby waives (to the extent permitted by applicable law) and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no default has occurred giving rise to the Secured Obligations becoming due and payable prior to their stated maturities. Nothing in this Section shall in any way alter the rights of the Revolving Collateral Agent hereunder.

(c) The Revolving Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Revolving Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(d) The Revolving Collateral Agent shall have no obligation to marshal any of the Collateral.

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(e) Except as otherwise provided in this Agreement, EACH GRANTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE REVOLVING COLLATERAL AGENT’S TAKING POSSESSION OR THE REVOLVING COLLATERAL AGENT’S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and each Grantor hereby further waives, to the extent permitted by law:

(i) all damages occasioned by such taking of possession or any such disposition except any damages which are the direct result of the Revolving Collateral Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision);

(ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Revolving Collateral Agent’s rights hereunder; and

(iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and each Grantor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the relevant Grantor therein and thereto, and shall be a perpetual bar both at law and in equity against such Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under such Grantor.

7.2 Application of Proceeds.

(a) Subject to the terms of the Intercreditor Agreement, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, all proceeds received by the Revolving Collateral Agent (or, to the extent any other Collateral Document requires proceeds of collateral thereunder, which constitutes Revolving Priority Collateral, to be applied in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Collateral Document) upon any sale, any collection from, or other realization upon all or any part of, the Collateral (whether or not expressly characterized as such), or in any Insolvency Proceeding, together with all other moneys received by the Revolving Collateral Agent hereunder (or, to the extent any other Collateral Document requires proceeds of collateral thereunder, which constitutes Collateral, to be applied in accordance with the provisions of this Agreement, the pledgee, assignee, mortgagee or other corresponding party under such other Collateral Document) with respect thereto, shall be applied in full or in part by the Revolving Collateral Agent against the Secured Obligations in the following order of priority:

(i) first, to the payment of all amounts owing to the Revolving Collateral Agent of the type described in clauses (iv) and (v) of the definition of “Secured Obligations”;

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(ii) second, to the extent proceeds remain after the application pursuant to preceding clause (i), to all amounts (including Agent Advances (to the extent not settled with Revolving Lenders pursuant to Section 2.15(h) of the Revolving Credit Agreement) and Expenses) owing to the Revolving Administrative Agent in its capacity as such;

(iii) third, to the extent proceeds remain after the application pursuant to preceding clauses (i) and (ii), to the payment of all amounts (including Expenses) owing to any Issuing Bank in its capacity as such;

(iv) fourth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iii), an amount equal to the outstanding Primary Obligations shall be paid to the Revolving Secured Parties as provided in Section 7.2(e), with each such Revolving Secured Party receiving an amount equal to its outstanding Primary Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed;

(v) fifth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (iv), an amount equal to the outstanding Secondary Obligations shall be paid to the Revolving Secured Parties as provided in Section 7.2(e), with each such Revolving Secured Party receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed;

(vi) sixth, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (v), inclusive, an amount equal to the outstanding Tertiary Obligations shall be paid to the Revolving Secured Parties as provided in Section 7.2(e), with each such Revolving Secured Party receiving an amount equal to its outstanding Tertiary Obligations or, if the proceeds are insufficient to pay in full all such Tertiary Obligations, its Pro Rata Share of the amount remaining to be distributed; and

(vii) seventh, to the extent proceeds remain after the application pursuant to preceding clauses (i) through (vi), inclusive, and following the termination of this Agreement pursuant to Section 10 hereof, to the relevant Grantor or to whomever may be lawfully entitled to receive such surplus.

(b) For purposes of this Agreement: (i) “Pro Rata Share” shall mean, when calculating a Revolving Secured Party’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Revolving Secured Party’s Primary Obligations, Secondary Obligations or Tertiary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations, Secondary Obligations or Tertiary Obligations of the respective Revolving Secured Parties, as the case may be; (ii) “Primary Obligations” shall mean (x) in the case of the Credit Document Obligations, all principal of, and premium, fees and interest on, all Loans, all payments or disbursements made by an Issuing Bank under any Letter of Credit issued by it for the account of a Borrower and not reimbursed by such Borrower (and all interest thereon), the maximum amount available to be drawn under (and the obligation to cash

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collateralize) all outstanding Letters of Credit (in each case determined without regard to whether any conditions to drawing could then be met) and all fees payable pursuant to the Revolving Credit Agreement and (y) all Qualified Hedging Obligations (other than indemnities, fees (including, without limitation, reasonable attorneys’ fees) and similar obligations and liabilities); (iii) ”Secondary Obligations” shall mean all Secured Obligations other than Primary Obligations and Tertiary Obligations; and (iv) “Tertiary Obligations” shall mean (x) all Secured Hedging Obligations under Secured Hedging Agreements that are not Qualified Hedging Obligations and (y) all Treasury Services Obligations under Treasury Services Agreements.

(c) When payments to Revolving Secured Parties are based upon their respective Pro Rata Shares (other than in respect of Tertiary Obligations), the amounts received by such Revolving Secured Parties hereunder shall be applied (for purposes of making determinations under this Section 7.2 only) (i) first, to their Primary Obligations and (ii) second, to their Secondary Obligations. If any payment to any Revolving Secured Party of its Pro Rata Share of any distribution would result in overpayment to such Revolving Secured Party, such excess amount shall instead be distributed in respect of the unpaid Primary Obligations or Secondary Obligations, as the case may be, of the other Revolving Secured Parties, with each Revolving Secured Party whose Primary Obligations or Secondary Obligations, as the case may be, have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Revolving Secured Party and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of all Revolving Secured Parties entitled to such distribution.

(d) Each of the Revolving Secured Parties, by their acceptance of the benefits hereof and of the other Collateral Documents, agrees and acknowledges that if the Revolving Secured Parties receive a distribution on account of undrawn amounts with respect to Letters of Credit issued under the Revolving Credit Agreement (which shall only occur after all outstanding Loans under the Revolving Credit Agreement and all payments or disbursements made by an Issuing Bank under any Letter of Credit issued by it for the account of a Borrower and required to be reimbursed by such Borrower have been paid in full), such amounts shall be paid to the Revolving Administrative Agent under the Revolving Credit Agreement and held by it, for the equal and ratable benefit of the Revolving Secured Parties, as cash security for the repayment of Credit Document Obligations owing to the Revolving Secured Parties as such. If any amounts are held as cash security pursuant to the immediately preceding sentence, then upon the termination of all outstanding Letters of Credit under the Revolving Credit Agreement, and after the application of all such cash security to the repayment of all Credit Document Obligations owing to the Revolving Secured Parties after giving effect to the termination of all such Letters of Credit, if there remains any excess cash, such excess cash shall be returned by the Revolving Administrative Agent to the Revolving Collateral Agent for distribution in accordance with Section 7.2(a).

(e) Subject to the terms of the Intercreditor Agreement, all payments required to be made hereunder shall be made (x) if to the Revolving Secured Parties, to the Revolving Administrative Agent for the account of the Revolving Secured Parties and (y) if to the Secured Hedging Creditors or the Treasury Services Creditors, to the trustee, paying agent or other similar representative (each, a “Representative”) for the Secured Hedging Creditors or the Treasury Services Creditors, as applicable, or, in the absence of such a Representative, directly to the Secured Hedging Creditors or the Treasury Services Creditors, as applicable.

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(f) For purposes of applying payments received in accordance with this Section 7.2, the Revolving Collateral Agent shall be entitled to rely upon the Revolving Administrative Agent and (ii) the Representative or, in the absence of such a Representative, upon the Secured Hedging Creditors and the Treasury Services Creditors, as applicable, for a determination (which the Revolving Administrative Agent, each Representative, the Secured Hedging Creditors and the Treasury Services Creditors agree (or shall agree) to provide upon request of the Revolving Collateral Agent) of the outstanding Primary Obligations, Secondary Obligations or Tertiary Obligations owed to the Revolving Secured Parties, Secured Hedging Creditors or the Treasury Services Creditors, as the case may be. Unless it has received written notice from a Revolving Secured Party or a Secured Hedging Creditor to the contrary, the Revolving Administrative Agent and each Representative, in furnishing information pursuant to the preceding sentence, and the Revolving Collateral Agent, in acting hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. Unless it has written notice from a Secured Hedging Creditor or a Treasury Services Creditor to the contrary, the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secured Hedging Agreements or Treasury Services Agreements are in existence.

(g) It is understood that the Grantors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral or Mortgaged Property and the aggregate amount of the Secured Obligations.

(h) It is understood and agreed by each Grantor and each Revolving Secured Party that the Revolving Collateral Agent shall have no liability for any determinations made by it in this Section 7.2 (including, without limitation, as to whether given Collateral constitutes Notes Priority Collateral or Revolving Priority Collateral), in each case except to the extent resulting from the gross negligence or willful misconduct of the Revolving Collateral Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Grantor and each Revolving Secured Party also agrees that the Revolving Collateral Agent may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral or Mortgaged Property in accordance with the requirements hereof and of the Intercreditor Agreement, and the Revolving Collateral Agent shall be entitled to wait for, and may conclusively rely on, any such determination.

(i) For the avoidance of doubt, this Section 7.2 shall survive the Discharge of Notes Obligations.

7.3 Sales on Credit. If the Revolving Collateral Agent sells any of the Collateral upon credit, each Grantor will be credited only with payments actually made by purchaser and received by the Revolving Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Revolving Collateral Agent may resell the Collateral and each Grantor shall be credited with proceeds of the sale.

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7.4 Investment Accounts. Subject to Section 5.14 of the Revolving Credit Agreement, if any Event of Default shall have occurred and be continuing, the Revolving Collateral Agent may, subject to the terms of the Intercreditor Agreement, apply the balance from any Investment Account or instruct the bank, commodities intermediary or securities intermediary, as applicable, at which any Investment Account is maintained to pay the balance of any Investment Account to or for the benefit of the Revolving Collateral Agent. Subject to Section 5.14 of the Revolving Credit Agreement, unless an Event of Default shall have occurred and is continuing or as otherwise provided in the Revolving Credit Agreement, the Revolving Collateral Agent agrees not to instruct any bank, commodities intermediary or securities intermediary, as applicable, in which any Investment Account is maintained as provided in the immediately preceding sentence.

7.5 Investment Related Property. Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Revolving Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Revolving Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Revolving Collateral Agent determines, subject to the terms of the Intercreditor Agreement, to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Revolving Collateral Agent all such information as the Revolving Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Revolving Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

7.6 Intellectual Property.

(a) Anything contained herein to the contrary notwithstanding, upon the occurrence and during the continuation of an Event of Default, but subject to the terms of the Intercreditor Agreement:

(i) the Revolving Collateral Agent shall have the right (but not the obligation) to bring suit or otherwise commence any action or proceeding in the name of any Grantor, the Revolving Collateral Agent or otherwise, in the Revolving Collateral

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Agent’s sole discretion, to enforce any Intellectual Property, in which event such Grantor shall, at the request of the Revolving Collateral Agent, do any and all lawful acts and execute any and all documents required by the Revolving Collateral Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and indemnify the Revolving Collateral Agent as provided in the Revolving Credit Agreement in connection with the exercise of its rights under this Section, and, to the extent that the Revolving Collateral Agent shall elect not to bring suit to enforce any Intellectual Property as provided in this Section, each Grantor agrees to use, in its reasonable business judgment, all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement or other violation of any of such Grantor’s rights in the Intellectual Property that is material to the business by others and for that purpose agrees to diligently maintain any action, suit or proceeding against any Person so infringing as shall be reasonably necessary to prevent such infringement or violation;

(ii) upon written demand from the Revolving Collateral Agent, or exercise of its rights under Section 7.6(c)(ii), each Grantor shall grant, assign, convey or otherwise transfer to the Revolving Collateral Agent an absolute assignment of all of such Grantor’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Revolving Collateral Agent such documents as are reasonably necessary or appropriate to carry out the intent and purposes of this Agreement; and

(iii) the Revolving Collateral Agent shall have the right to notify, or require each Grantor to notify, any obligors with respect to amounts due or to become due to such Grantor in respect of the Intellectual Property, of the existence of the security interest created herein, to direct such obligors to make payment of all such amounts directly to the Revolving Collateral Agent, and, upon such notification and at the expense of such Grantor,

(A) to enforce collection of any such amounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done; and

(B) such Grantor shall not adjust, settle or compromise the amount or payment of any such amount or release wholly or partly any obligor with respect thereto or allow any credit or discount thereon.

(iv) the Revolving Collateral Agent may, by written notice to the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title, and interest of such Grantor in the Intellectual Property vested in the Revolving Collateral Agent in order to collect, enforce, or satisfy the Secured Obligations, in which event such right, title, and interest shall immediately vest in the Revolving Collateral Agent for the benefit of the Revolving Secured Parties, in which case the Collateral Agent shall be entitled to exercise the power of attorney referred to in Section 7.6(c)(ii) hereof to execute, cause to be acknowledged and notarized and to record said absolute assignment with the applicable agency; (ii) take and practice or sell the Intellectual Property; (iii) take and use or sell the goodwill of such Grantor’s business symbolized by

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the Trademarks and the right to carry on the business and use the assets of such Grantor in connection with which the Trademarks have been used; and (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property directly or indirectly, and such Grantor shall execute such further documents as the Revolving Collateral Agent may reasonably request further to confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the United States Copyright Office, United States Patent and Trademark Office, equivalent office in a state of the United States or a foreign jurisdiction or applicable domain name registrar to the Revolving Collateral Agent for the benefit of the Revolving Secured Parties.

(b) If (i) an Event of Default shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment or other transfer to the Revolving Collateral Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made in accordance with the terms hereof and of the Intercreditor Agreement and shall have become absolute and effective, and (iv) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Revolving Collateral Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments or other transfer as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Revolving Collateral Agent as aforesaid, subject to any disposition thereof that may have been made by the Revolving Collateral Agent; provided, after giving effect to such reassignment, the Revolving Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Revolving Collateral Agent granted hereunder, shall continue to be in full force and effect; and provided further, the rights, title and interests so reassigned shall be free and clear of any other Liens granted by or on behalf of the Revolving Collateral Agent and the Revolving Secured Parties.

(c) Solely for the purpose of enabling the Revolving Collateral Agent to exercise rights and remedies under this Section 7 and at such time as the Revolving Collateral Agent shall be lawfully entitled to exercise such rights and remedies hereunder and under the Intercreditor Agreement, each Grantor hereby grants to the Revolving Collateral Agent, to the extent it has the right to do so, (i) an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located; and (ii) an absolute power of attorney to sign, upon the occurrence and during the continuation of an Event of Default, any document which may be required to effect any assignments or enforce any rights or obligations as provided for in this Section 7.

7.7 Cash Proceeds.

Subject to the terms of the Intercreditor Agreement, in addition to the rights of the Revolving Collateral Agent specified in Section 4.3 with respect to payments of Receivables, if any Event of Default shall have occurred and be continuing, all Proceeds of any Collateral

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received by any Grantor consisting of Cash Proceeds shall be held by such Grantor in trust for the Revolving Collateral Agent, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, unless otherwise provided pursuant to Section 5.14 of the Revolving Credit Agreement, be turned over to the Revolving Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Revolving Collateral Agent, if required) and held by the Revolving Collateral Agent, provided, however, that prior to the Discharge of Notes Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Collateral constituting Notes Priority Collateral by delivering such Cash Proceeds to the Secured Notes Collateral Agent. Subject to the terms of the Intercreditor Agreement, any Cash Proceeds received by the Revolving Collateral Agent (whether from a Grantor or otherwise), if an Event of Default shall have occurred and be continuing, may, in the sole discretion of the Revolving Collateral Agent, subject to the terms of the Intercreditor Agreement, (A) be held by the Revolving Collateral Agent for the benefit of the Secured Parties, as collateral security for the Secured Obligations (whether matured or unmatured), and/or (B) then or at any time thereafter be applied by the Revolving Collateral Agent against the Secured Obligations then due and owing; provided, however, that prior to the Discharge of Notes Obligations, such Grantor shall satisfy the delivery requirements of this Section with respect to Cash Proceeds of Notes Priority Collateral by delivering such proceeds to the Secured Notes Collateral Agent.

Section 8. Revolving Collateral Agent; Agreement among Agents.

8.1 The Revolving Collateral Agent.

The Revolving Collateral Agent has been appointed to act as Revolving Collateral Agent hereunder by the Revolving Lenders and, by their acceptance of the benefits hereof, the other Revolving Secured Parties. The Revolving Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of Collateral), solely in accordance with this Agreement, the Revolving Credit Agreement, the other Credit Documents and the Intercreditor Agreement. In furtherance of the foregoing provisions of this Section, each Revolving Secured Party, by its acceptance of the benefits hereof, agrees that it shall have no right individually to enforce or seek to enforce this Agreement or to realize upon any of the Collateral hereunder, it being understood and agreed by such Revolving Secured Party that all rights and remedies hereunder may be exercised solely by the Revolving Collateral Agent for the benefit of Revolving Secured Parties acting upon the instructions of the Required Secured Parties. The Revolving Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible to the Revolving Secured Parties for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct.

8.2 Intercreditor Arrangements Incorporated By Reference. Notwithstanding anything to the contrary set forth herein, Sections 5.4(f) and 5.4(g) of the Intercreditor Agreement are hereby incorporated herein by reference, mutatis mutandis. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

Exhibit L

Page 49

Section 9. Continuing Security Interest; Transfer of Loans. This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until the payment in full of all Secured Obligations, the cancellation or termination of the Commitments, the cancellation or expiration of all outstanding Letters of Credit and the termination of all Secured Hedging Agreements and Treasury Services Agreements, (ii) be binding upon each Grantor, its successors and assigns, and (iii) inure, together with the rights and remedies of the Revolving Collateral Agent hereunder, to the benefit of the Revolving Collateral Agent and its successors, transferees and assigns. Without limiting the generality of the foregoing, but subject to the terms of the Revolving Credit Agreement, any Revolving Lender may assign or otherwise transfer any Loans or Commitments held by it to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to the Revolving Lenders herein or otherwise.

Section 10. Termination or Release.

(a) This Agreement shall terminate (other than provisions hereof providing for indemnities and similar contingent obligations) and the security interests granted hereby shall be automatically released upon the Discharge of Revolving Obligations.

(b) A Grantor which was a Credit Party immediately prior to the consummation of any transaction permitted by the Revolving Credit Agreement shall automatically be released from its obligations hereunder and the security interests in the Collateral granted under this Agreement of such Grantor shall be automatically released upon the consummation of any such transaction permitted by the Revolving Credit Agreement as a result of which such Grantor ceases to be a Credit Party in accordance therewith.

(c) Upon any sale or other transfer by any Grantor of any Collateral to a Person that is not a Grantor that is permitted under the Revolving Credit Agreement, the security interest in such Collateral shall be automatically released.

(d) In connection with any termination or release pursuant to clause (a), (b) or (c) of this Section 10, the Revolving Collateral Agent shall, execute and deliver to the applicable Grantor, at such Grantor’s sole expense (but without recourse or representation or warranty), all documents that such Grantor shall reasonably request to evidence such termination or release.

Section 11. Standard of Care; Collateral Agent May Perform. The powers conferred on the Revolving Collateral Agent hereunder are solely to protect its interest in the Collateral and Mortgaged Property and shall not impose any duty upon it to exercise any such powers. Except for the exercise of reasonable care in the custody of any Collateral or Mortgaged Property in its possession and the accounting for moneys actually received by it hereunder, the Revolving Collateral Agent shall have no duty as to any Collateral or Mortgaged Property or as to the taking of any necessary steps to preserve rights or remedies against prior parties or any other rights or remedies pertaining to any Collateral or Mortgaged Property. The Revolving Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of Collateral in its possession if the Revolving Collateral Agent has performed its duties and obligations as set forth in this Agreement. Neither the Revolving Collateral Agent nor any of its directors, officers, employees or agents shall be liable for failure to demand, collect or

Exhibit L

Page 50

realize upon all or any part of the Collateral or Mortgaged Property or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Mortgaged Property upon the request of any Grantor or otherwise. If any Grantor fails to perform any agreement contained herein, the Revolving Collateral Agent may itself perform, or cause performance of, such agreement, subject to the terms of the Intercreditor Agreement, and the costs, fees, expenses and disbursements of the Revolving Collateral Agent incurred in connection therewith shall be payable by each Grantor under Section 10.2 of the Revolving Credit Agreement.

Section 12. Amendment; Waiver. Except as otherwise provided in the Revolving Credit Agreement, this Agreement or any other Collateral Document with respect to updating Schedules hereto or thereto and adding or releasing Grantors hereunder or thereunder, none of the terms and conditions of this Agreement or any other Collateral Documents may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by each Grantor directly affected thereby (it being understood that the addition or release of any Grantor hereunder or thereunder shall not constitute a change, waiver, discharge or termination affecting any Grantor other than the Grantor so added or released) and the Revolving Collateral Agent (with the written consent of the Required Secured Parties); provided, however, that any change, waiver, modification or variance affecting the rights and benefits of a single Class of Revolving Secured Parties (and not all Revolving Secured Parties in a like or similar manner) also shall require the written consent of the Requisite Secured Parties of such affected Class. For the purpose of this Agreement, the term “Class” shall mean each class of Revolving Secured Parties, i.e., whether (x) the Revolving Lender Secured Parties as holders of the Credit Document Obligations, (y) the Secured Hedging Creditors as the holders of the Secured Hedging Obligations and (z) the Treasury Services Creditors as the holder of the Treasury Services Obligations. For the purpose of this Agreement, the term “Requisite Secured Parties” of any Class shall mean each of (x) with respect to the Credit Document Obligations, the Requisite Lenders (or, to the extent provided in Section 10.5 of the Revolving Credit Agreement, (a) the Supermajority Lenders or (b) each of the Lenders), (y) with respect to the Secured Hedging Obligations, the holders of at least a majority of all Secured Hedging Obligations outstanding from time to time and (z) with respect to the Treasury Services Obligations, the holders of at least a majority of all Treasury Services Obligations outstanding from time to time.

Exhibit L

Page 51

Section 13. Post-Closing Insurance Requirements. Within 90 days after the Closing Date, the Revolving Collateral Agent shall have received copies of insurance certificates evidencing the insurance required to be maintained by the Grantors pursuant to Section 5.5 of the Revolving Credit Agreement (such policies shall include, but are not limited to, general liability, auto liability, workers compensation, umbrella, excess liability, global property and pollution), each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s additional loss payable or additional mortgagee endorsement, as applicable, and shall name the Revolving Collateral Agent, as additional insured, in form and substance reasonably satisfactory to the Revolving Collateral Agent (provided that if such endorsement or amendment cannot be delivered within 90 days after the Closing Date, the Revolving Collateral Agent may consent to such endorsement or amendment being delivered at such later date as it reasonably deems appropriate in the circumstances).

Section 14. Miscellaneous. Any notice required or permitted to be given under this Agreement shall be given in accordance with Section 10.1 of the Revolving Credit Agreement. No failure or delay on the part of the Revolving Collateral Agent in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Agreement and the other Credit Documents are cumulative to, and not exclusive of, any rights or remedies otherwise available. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. In the event that any provision hereunder directly conflicts with any express provision of the Revolving Credit Agreement, the Revolving Credit Agreement shall control. This Agreement shall be binding upon and inure to the benefit of the Revolving Collateral Agent, the Revolving Secured Parties and the Grantors and their respective successors and assigns. No Grantor shall, without the prior written consent of the Revolving Collateral Agent given in accordance with the Revolving Credit Agreement, assign any right, duty or obligation hereunder. This Agreement and the other Credit Documents embody the entire agreement and understanding between the Grantors and the Revolving Collateral Agent and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of an executed signature page to this Agreement by facsimile, PDF or other electronic transmission shall be as effective as delivery of an original executed counterpart of this Agreement.

Exhibit L

Page 52

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 15. Reinstatement. The obligations of the Grantors under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Credit Party in respect of the Secured Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any Insolvency Proceedings or otherwise.

Section 16. Intercreditor Agreement.

(a) Notwithstanding anything herein to the contrary, the Liens granted to the Revolving Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Revolving Collateral Agent hereunder, are subject in all respects to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern and control.

(b) Notwithstanding anything to the contrary in this Agreement, prior to the Discharge of Notes Obligations (as defined in the Intercreditor Agreement), any obligation of the Grantors in this Agreement that requires delivery of Notes Priority Collateral to, possession or control of Notes Priority Collateral with, the pledge, assignment, endorsement or transfer of Notes Priority Collateral to or the registration of Notes Priority Collateral in the name of, the Revolving Collateral Agent shall be deemed complied with and satisfied if such delivery of Notes Priority Collateral is made to, such possession or control of Notes Priority Collateral is with, or such Notes Priority Collateral be assigned, endorsed or transferred to or registered in the name of, the Secured Notes Collateral Agent; provided that, notwithstanding the foregoing, nothing contained in this Section 16 shall limit or otherwise adversely affect the grant of a lien on or a security interest in any Notes Priority Collateral under Section 2.1 of this Agreement. To the extent that any covenants, representations or warranties set forth in this Agreement are untrue or incorrect solely as a result of the delivery to, or grant of possession or control to, the Secured Notes Collateral Agent in accordance with this Section 16, such covenant, representation or warranty shall not be deemed to be untrue or incorrect for purposes of this Agreement.

***

IN WITNESS WHEREOF, each Grantor and the Revolving Collateral Agent have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

ALLIED SPECIALTY VEHICLES, INC.,
as the Borrower
By:
	Name:
	Title:
AIP/FW FUNDING, INC. CAPACITY OF TEXAS, INC. CHAMPION BUS, INC. COLLINS BUS CORPORATION COLLINS I HOLDING CORP. COLLINS INDUSTRIES, INC.
ELDORADO NATIONAL (CALIFORNIA), INC. ELDORADO NATIONAL (KANSAS), INC.
E-ONE, INC. FLEETWOOD RV, INC.
GENERAL COACH AMERICA, INC. GOLDSHIELD FIBERGLASS, INC. GOSHEN COACH INC.
HALCORE GROUP, INC. HORTON ENTERPRISES, INC. MOBILE PRODUCTS, INC.
WHEELED COACH INDUSTRIES, INC.,       as Grantors
By:
	Name:
	Title:

DEUTSCHE BANK AG NEW YORK BRANCH,
as the Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

SCHEDULE 4.1

TO PLEDGE AND SECURITY AGREEMENT

GENERAL INFORMATION

(A) Exact Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) and Organizational Identification Number of each Grantor:

Exact Legal Name	Type of Organization	Jurisdiction of Organization	Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person)	Federal Taxpayer I.D.#	Organization I.D.#
AIP/FW Funding, Inc.	Corporation	Delaware	c/o AIP IV, LLC 535 Fifth Avenue, 32nd, New York, NY 10017	27-0309771	4694397
Allied Specialty Vehicles, Inc.	Corporation	Delaware	4776 New Broad St., Suite 200 Orlando, FL 32814	26-3013415	4572302
Capacity of Texas, Inc.	Corporation	Texas	401 Capacity Drive Longview, TX 75604-5341	75-149104	37080800
Champion Bus, Inc.	Corporation	Delaware	331 Graham Road Imlay City, MI 48444	38-339042	2843378
Collins Bus Corporation	Corporation	Kansas	415 W. 6th Ave. South Hutchinson, KS 67505	48-1015086	0964544
Collins I Holding Corp.	Corporation	Delaware	15 Compound Drive Hutchinson, KS 67502-4349	20-5802349	4226588
Collins Industries, Inc.	Corporation	Missouri	15 Compound Drive Hutchinson, KS 67502-4349	43-0985160	00147448
ElDorado National (California), Inc.	Corporation	California	9670 Galena Street Riverside, CA 92509	33-0485436	C1695660
ELDORADO NATIONAL (KANSAS), INC.	Corporation	Kansas	1655 Wall Street Salina, KS 67401	48-1059134	1650035

E-ONE, Inc.	Corporation	Delaware	1601 SW 37th Avenue Ocala, FL 34474	59-1515283	0664721
Fleetwood RV, Inc.	Corporation	Delaware	1031 US 224 East Decatur, IN 46733	27-0310035	4694406
General Coach America, Inc.	Corporation	Delaware	331 Graham Road Imlay City, MI 48444	38-3124846	2343207
Goldshield Fiberglass, Inc.	Corporation	Delaware	2004 Patterson St Decatur IN 46733	27-0310093	4694401
Goshen Coach Inc.	Corporation	Indiana	25161 Leer Drive Elkhart, IN 46514	20-2924869	200604260062
Halcore Group, Inc.	Corporation	Indiana	3800 McDowell Road Grove City, OH 43123	35-2018529	1997060409
Horton Enterprises, Inc.	Corporation	Indiana	3800 McDowell Road Grove City, OH 43123	35-2018759	1997060412
Mobile Products, Inc.	Corporation	Kansas	401 Capacity Drive Longview, TX 75604-5341	73-1596534	2916153
Wheeled Coach Industries, Inc.	Corporation	Florida	2737 N. Forsyth Road Winter Park, FL 32792	59-2309315	G42895

(B) Other Names (including any Trade Name or Fictitious Name) under which each Grantor has conducted business for the past five (5) years:

Exact Legal Name of Grantor	Trade Name or Fictitious Name
Capacity of Texas, Inc.	Capacity Trucks, Inc.
Collins Bus Corporation	Mid Bus, Inc.
Collins Bus Corporation	Corbeil Bus Corporation
Halcore Group, Inc.	Leader Industries Incorporated
Halcore Group, Inc.	Horton Emergency Vehicles Co.
Halcore Group, Inc.	Horton Emergency Vehicles
Halcore Group, Inc.	American Emergency Vehicle
Halcore Group, Inc.	Horton Emergency Vehicles of Illinois
Halcore Group, Inc.	Interfleet
Mobile Products, Inc.	LayMor, Inc.
Wheeled Coach Industries, Inc.	Road Rescue, Inc.
Wheeled Coach Industries, Inc.	U.S. Ambulance Corporation

(C) Changes in Name, Jurisdiction of Organization, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years:

Exact Legal Name of Grantor	Date of Change	Description of Change
AIP/FW Funding, Inc.	6/25/2009	Name change. Former name: AIP/GS Holdings, Inc.
AIP/FW Funding, Inc.	2/11/2011	Name change. Former name: AIP/FW Holdings, Inc.
Allied Specialty Vehicles, Inc.	7/20/2010	Name change. Former name: AIP/E1 Holdings, Inc.
Allied Specialty Vehicles, Inc.	2/17/2010	Name change. Former name: AIP/E1 Funding, Inc.
Collins Bus Corporation	12/31/2010	Name change. Former name: Mid Bus, Inc.
Fleetwood RV, Inc.	6/3/2009	Name change. Former name: AIP/RV, Inc.
Goldshield Fiberglass, Inc.	6/29/2009	Name change. Former name: AIP/GS, Inc.
Goldshield Fiberglass, Inc.	7/2/2009	Name change. Former name: Gold Shield Fiberglass, Inc.
Allied Specialty Vehicles, Inc.	2/17/2010	AIP/E1 Funding Inc. merged into AIP/E1 Holdings, Inc. which later changed name to Allied Specialty Vehicles, Inc.
AIP/FW Funding, Inc.	2/11/2011	AIP/FW Holdings, Inc. merged into AIP/FW Funding, Inc.
Collins Bus Corporation	12/13/2010	Mid Bus, Inc. merged into Collins Bus Corporation
Wheeled Coach Industries, Inc.	4/30/2013	Wheeled Coach Industries, Inc. purchased assets making up SJC Industries Corp.’s ambulance business.

(D) Financing Statements:

Exact Legal Name of Grantor	Filing Jurisdictions
AIP/FW Funding, Inc.	Delaware Secretary of State
Allied Specialty Vehicles, Inc.	Delaware Secretary of State
Capacity of Texas, Inc.	Texas Secretary of State
Champion Bus, Inc.	Delaware Secretary of State
Collins Bus Corporation	Kansas Secretary of State
Collins I Holding Corp.	Delaware Secretary of State
Collins Industries, Inc.	Missouri Secretary State
ElDorado National (California), Inc.	California Secretary of State
ELDORADO NATIONAL (KANSAS), INC.	Kansas Secretary of State
E-ONE, Inc.	Delaware Secretary of State
Fleetwood RV, Inc.	Delaware Secretary of State
General Coach America, Inc.	Delaware Secretary of State
Goldshield Fiberglass, Inc.	Delaware Secretary of State
Goshen Coach Inc.	Indiana Secretary of State
Halcore Group, Inc.	Indiana Secretary of State
Horton Enterprises, Inc.	Indiana Secretary of State
Mobile Products, Inc.	Kansas Secretary of State
Wheeled Coach Industries, Inc.	Florida Secretary of State

SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT

LOCATION OF EQUIPMENT AND INVENTORY

Name of Grantor	Location of Equipment and Inventory
Collins Industries, Inc.	15 Compound Drive Hutchinson, KS 67502 RENO COUNTY, KS
Collins Industries, Inc.	415 W. 6th Ave. South Hutchinson, KS 67505 RENO COUNTY, KS
Collins Bus Corporation	10.6 acres (approx.) and retention pond parcel N. Jefferson Street South Hutchinson, KS (property is adjacent to 415 W. 6th Ave). RENO COUNTY, KS
Wheeled Coach Industries, Inc.	2735, 2737 and 2778 N. Forsyth Rd. Winter Park, FL 32792 ORANGE COUNTY, FL
Capacity of Texas, Inc.	401 Capacity Drive Longview, TX 75604 GREGG COUNTY, TX
Goldshield Fiberglass, Inc.	West Monroe Street Decatur, IN 46733 ADAMS COUNTY, IN
Goldshield Fiberglass, Inc.	2709 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN
Goldshield Fiberglass, Inc.	2004 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN
Goldshield Fiberglass, Inc.	1903 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN
Fleetwood RV, Inc.	1031 US 224 E Decatur, IN 46733 ADAMS COUNTY, IN
Fleetwood RV, Inc.	1802 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN
Fleetwood RV, Inc.	1803 Winchester Street Decatur, IN 46733 ADAMS COUNTY, IN
Fleetwood RV, Inc.	1410 / 1420 Patterson Street Decatur, IN 46733 ADAMS COUNTY, IN
Fleetwood RV, Inc.	1010 Commerce Drive Decatur, IN 46733 ADAMS COUNTY, IN
E-ONE, Inc.	1701 SW 37th Avenue Ocala, FL 34744 M ARION COUNTY, FL
E-ONE, Inc.	1601 SW 37th Avenue Ocala, FL 34744 MARION COUNTY, FL
E-ONE, Inc.	2929 SW 57th Avenue Ocala, FL 34744 MARION COUNTY, FL

SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT

E-ONE, Inc.	3611 SW 20th Street Ocala, FL 34474 MARION COUNTY, FL
Halcore Group, Inc.	3800 McDowell Road Grove City, OH 43123 FRANKLIN COUNTY, OH
Champion Bus, Inc.	331 Graham Road Imlay City, MI 48444-0158 LAPEER COUNTY, MI
ElDorado National (California), Inc.	9670 Galena Street Riverside, CA 92509 RIVERSIDE COUNTY, CA
ELDORADO NATIONAL (KANSAS), INC.	1655 Wall Street Salina, KS 67401 SALINE COUNTY, KS
Goshen Coach Inc.	25161 Leer Drive Elkhart, IN 46514 ELKHART COUNTY, IN
Goshen Coach Inc. (f/k/a GC Bus Acquisition Corp.)	Lot 18 Park Six Court Elkhart, IN 46514 ELKHART COUNTY, IN
E-ONE, Inc. (subtenant)	S-4760 Camp Rd. Hamburg, NY 14075 ERIE COUNTY, NY
Halcore Group, Inc. dba Leader Industries Incorporated	10935, 10941 & 10957 Weaver Ave. South El Monte, CA 91733 LOS ANGELES COUNTY, CA
Halcore Group, Inc. dba Leader Industries Incorporated	2424 Poplar Blvd Alhambra, CA 91802 LOS ANGELES COUNTY, CA
Halcore Group, Inc. dba Leader Industries Incorporated1	10944 Weaver Ave, South El Monte, CA LOS ANGELES COUNTY, CA
Halcore Group, Inc. dba Horton Emergency Vehicles Co.	2200 Southwest Blvd. Grove City, OH 43123 FRANKLIN COUNTY, OH
Halcore Group, Inc. dba Horton Emergency Vehicles Co.	3908 Jackson Pike, Grove City, OH 43123 FRANKLIN COUNTY, OH
Halcore Group, Inc. d/b/a American Emergency Vehicles	165 American Way Jefferson, NC 28640 ASHE COUNTY, NC
Halcore Group, Inc. dba American Emergency Vehicles Co.	150 Northwest Drive Jefferson, NC 28640 ASHE COUNTY, NC

¹  Lease is month to month and expected to be terminated by the end of October 2013.

SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT

Halcore Group, Inc. dba American Emergency Vehicles Co.	912 Friendship Rd. Jefferson, NC 28640 ASHE COUNTY, NC
ELDORADO NATIONAL (KANSAS), INC.	350 feet of Railroad near track No. 100 Saline, KS SALINE COUNTY, KS
Capacity of Texas	1320 E Harrison Road Longview, TX 75604 GREG COUNTY, TX
ElDorado National (California), Inc.	10203 W. 191st Street Unit #1 Mokena, IL 60448 WILL COUNTY, IL
E-ONE, Inc.	224 SW 52nd Avenue Ocala, FL 34744 MARION COUNTY, FL
E-ONE, Inc.	5221 Hwy 40W Ocala, FL 34744 MARION COUNTY, FL
E-ONE, Inc.	5337 SW 1st Lane Ocala, FL 34744 MARION COUNTY, FL
E-ONE, Inc.	1703 SW 42nd Avenue Ocala, FL 34744 MARION COUNTY, FL

SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

INVESTMENT RELATED PROPERTY

(A) Equity Interests and Accounts

Pledged Stock:

Grantor	Stock Issuer	Class of Stock	Certificated (Y/N)	Stock Certificate No.	Par Value		No. of Pledged Stock		% of Outstanding Stock of the Stock Issuer
AIP/FW Funding, Inc.	Fleetwood RV, Inc.	Common	Y	1	$	0.001		800		100
AIP/FW Funding, Inc.	Goldshield Fiberglass, Inc.	Common	Y	1	$	0.001		200		100
Allied Specialty Vehicles, Inc.	AIP/FW Funding, Inc.	Common	Y	3	$	0.001 per share		64,803.113		100
Allied Specialty Vehicles, Inc.	Champion Bus, Inc.	Common	Yes	2		None		1000		100
Allied Specialty Vehicles, Inc.	Collins I Holding Corp.	Common	Y	33	$	0.001 per share		33,000		100
Allied Specialty Vehicles, Inc.	ElDorado National (California), Inc.	Common	Y	2		None		1000		100
Allied Specialty Vehicles, Inc.	ELDORADO NATIONAL (KANSAS), INC.	Common	Y	2		None		200		100
Allied Specialty Vehicles, Inc.	E-ONE, Inc.	Common	Y	4	$	.001 per share		100		100

SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

Allied Specialty Vehicles, Inc.	General Coach America, Inc.	Common	Y	2		None	1000	100
Allied Specialty Vehicles, Inc.	Goshen Coach, Inc.	Common	Y	2		None	100	100
Allied Specialty Vehicles, Inc.	Horton Enterprises, Inc.	Common	Y	24		None	310017.762	100
Collins I Holding Corp.	Collins Industries, Inc.	Common	Y	AA-1000	$	1.00 per share	100	100
Collins Industries, Inc.	Capacity of Texas, Inc.	Common	Y	24		None	50,000	100
Collins Industries, Inc.	Collins Bus Corporation	Common	Y	1	$	10.00	50	100
Collins Industries, Inc.	Mobile Products, Inc.	Common	Y	1		None	100	100
Collins Industries, Inc.	Wheeled Coach Industries, Inc.	Common	Y	R-001	$	1.00	100	100
Horton Enterprise, Inc.	Halcore Group, Inc.	Common	Y	102		None	1000	100

Pledged LLC Interests:

Grantor	Limited Liability Company	Certificated (Y/N)	Certificate No. (if any)	No. of Pledged Units	% of Outstanding LLC Interests of the Limited Liability Company
None.

SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

Pledged Partnership Interests:

Grantor	Partnership	Type of Partnership Interests (e.g., general or limited)	Certificated (Y/N)	Certificate No. (if any)	% of Outstanding Partnership Interests of the Partnership
None.

Pledged Trust Interests:

Grantor	Trust	Class of Trust Interests	Certificated (Y/N)	Certificate No. (if any)	% of Outstanding Trust Interests of the Trust
None.

Pledged Debt:

Grantor	Issuer	Original Principal Amount	Outstanding Principal Balance		Issue Date	Maturity Date
None.	Hallmark Fire Apparatus- Texas, LLC	$1 million line of credit	$	929,000	October 2, 2007	December 5, 2013

Additional Pledged Debt: Global Subordinated Intercompany Note among ASV and Certain of its Subsidiaries, dated October 21, 2013.

Securities Account:

Grantor	Name of Securities Intermediary	Account Number	Account Name
None.

SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

Commodities Accounts:

Grantor	Name of Commodities Intermediary	Account Number	Account Name
None.

Deposit Accounts:

Grantor	Name of Depositary Bank	Account Number	Account Name
American Emergency Vehicles (trade name for Halcore Group, Inc.)	Yadkin Bank	041004663	Cash Deposits Only
American Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179810561	American Emergency Vehicles Depository Account
American Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179810539	American Emergency Vehicles Controlled Disbursement Account
Allied Specialty Vehicles, Inc.	JP Morgan Chase Bank, N.A.	936319672	ASV Master Blocked Account
Allied Specialty Vehicles, Inc.	JP Morgan Chase Bank, N.A.	936364462	ASV Master Operating Account
Collins Bus Corporation	JP Morgan Chase Bank, N.A.	707927844	Collins Bus Corporation Depository Account
Collins Bus Corporation	JP Morgan Chase Bank, N.A.	707928057	Collins Bus Corporation Controlled Disbursement Account
Collins Bus Corporation	The First National Bank of Hutchinson	004-835-6	Collins Bus Corporation Payroll Account
Collins Industries, Inc.	The First National Bank of Hutchinson	02-864-9	Collins Industries, Inc. Payroll Account
Collins Industries, Inc.	The First National Bank of Hutchinson	003-210-7	Collins Industries Workers Compensation Account
Capacity of Texas, Inc.	JP Morgan Chase Bank, N.A.	707927893	Capacity of Texas Inc. Depository Account
Capacity of Texas, Inc.	JP Morgan Chase Bank, N.A.	707928115	Capacity of Texas Inc. Controlled Disbursement Account
Capacity of Texas, Inc.	The First National Bank of Hutchinson	003-739-7	Capacity of Texas, Inc. Payroll Account

SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

E-ONE, Inc.	JP Morgan Chase Bank, N.A.	886966506	Operating Account (Primary Account)
E-ONE, Inc.	JP Morgan Chase Bank, N.A.	886966514	Controlled Disbursement (Checks Only)
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	936364983	FW RV Controlled Disbursement Account
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	936364975	FW Parts & Service Controlled Disbursement
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	816976369	FW RV Blocked Account
Fleetwood RV, Inc.	JP Morgan Chase Bank, N.A.	816977102	FW Parts & Service Blocked Account
Goldshield Fiberglass, Inc.	JP Morgan Chase Bank, N.A.	936364694	GS Controlled Disbursement Account
Goldshield Fiberglass, Inc.	JP Morgan Chase Bank, N.A.	816977078	Goldshield Operating Blocked Account
Halcore Group, Inc.	JP Morgan Chase Bank, N.A.	716482724	Concentration Account (Incoming Deposits, CDA Funding, Misc. Wires, ZBA Sweep)
Horton Enterprises, Inc.	JP Morgan Chase Bank, N.A.	716482732	Cont Disb & PR and Medical
Leader Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179802861	Leader Emergency Vehicles Depository Account
Leader Emergency Vehicles (trade name for Halcore Group, Inc.)	JP Morgan Chase Bank, N.A.	179802850	Leader Emergency Vehicles Controlled Disbursement Account
Mobile Products, Inc.	JP Morgan Chase Bank, N.A.	707927919	Mobile Products, Inc. Depository Account
Mobile Products, Inc.	JP Morgan Chase Bank, N.A.	707928131	Mobile Products, Inc. Controlled Disbursement Account
Wheeled Coach Industries, Inc.	JP Morgan Chase Bank, N.A.	707927737	Wheeled Coach Industries, Inc. Depository Account
Wheeled Coach Industries, Inc.	JP Morgan Chase Bank, N.A.	707928180	Wheeled Coach Industries, Inc. Controlled Disbursement Account
Wheeled Coach Industries, Inc.	The First National Bank of Hutchinson	002-116-4	Wheeled Coach Industries, Inc. Payroll Account

(B) Acquisitions within the past 5 years

Name of Grantor	Date of Acquisition	Description of Acquisition
Wheeled Coach Industries, Inc.	4/30/2013	Wheeled Coach Industries, Inc. purchased assets making up SJC Industries Corp.’s ambulance business.

SCHEDULE 4.5

TO PLEDGE AND SECURITY AGREEMENT

Name of Grantor	Description of Letter of Credit
Wheeled Coach Industries, Inc.	Letter of credit in a principal amount of $253,946 issued by Samba Financial Group on June 18, 2013, with a maturity date of November 20, 2013.
E-ONE, Inc.	Letter of credit in a principal amount of $795,013 issued by National Commercial Bank (Saudi Arabia) on July 30, 2013, with a maturity date of November 15, 2013.
E-ONE, Inc.	Letter of credit in a principal amount of $1,208,000 issued by Korea Exchange Bank Head Office on January 8, 2013, with a maturity date of January 29, 2014.
E-ONE, Inc.	Letter of credit in a principal amount of $797,000 issued by the Korea Exchange Bank Head Office on May 20, 2013, with a maturity date of May 13, 2014.
E-ONE, Inc.	Letter of credit in a principal amount of $910,000 issued by the Shinhan Bank Seoul on January 2, 2013 with a maturity date of January 21, 2014.

SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

INTELLECTUAL PROPERTY

(A) Copyrights

Registrations:

OWNER	TITLE	REGISTRATION NUMBER
E-ONE, Inc.	Computer program for FQS system	TX0001969804
Wheeled Coach Industries, Inc.	Smart display	TXu001055342
Wheeled Coach Industries, Inc.	Contract wizard	TX0005226236
Wheeled Coach Industries, Inc.	Automated option list: version 1.01	TXu000727831

Applications:

OWNER	APPLICATION NUMBER
None.

(B) Copyright Licenses

None.

(C) Patents

Registrations:

OWNER	REGISTRATION NUMBER	DESCRIPTION
Capacity of Texas, Inc.	8,323,151	System and Method of Driving and Controlling Pneumatic and Hydraulic Systems
Collins Bus Corporation	D458,118	Door Actuator
E-ONE, Inc.	5,899,276	Bumper-mounted extensible turret
Fleetwood RV, Inc.	5,501,504	Motor Home Construction
Fleetwood RV, Inc.	5,553,906	Floor and Side Wall Connectors
Fleetwood RV, Inc.	D502,892	Motor Home Front Cap
Fleetwood RV, Inc.	D503,127	Motor Home Front Cap
Fleetwood RV, Inc.	D503,128	Motor Home Front Cap
Fleetwood RV, Inc.	D503,129	Motor Home Rear Cap
Fleetwood RV, Inc.	7,175,202	Recreational Vehicle Chassis
Fleetwood RV, Inc.	7,226,116	Recreational Vehicle Full Wall Slide-Out
Fleetwood RV, Inc.	7,390,052	Light Weight Chassis and Hull
Fleetwood RV, Inc.	8,480,159	Telescoping Slide Out Systems for Recreational Vehicles
Wheeled Coach Industries, Inc.	D448,720	Vehicle Console
Wheeled Coach Industries, Inc.	D434,495	Oxygen Bottle Holder

SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

Applications:

OWNER	APPLICATION NUMBER	DESCRIPTION
E-ONE, Inc.	12/148,343	Telescopic Aerial Ladders; Components; and Methods
E-ONE, Inc.	61/752,439	Aerial Firefighting Vehicle with Improved Chassis Frame
E-ONE, Inc.	61/768,453	Foam Test System for Firefighting Vehicle
Fleetwood RV, Inc.	12/951,416	Movable Bed System
Halcore Group, Inc.	13/974,555	Air Conditioning Condenser System for a Vehicle
Halcore Group, Inc.	13/974,667	Air Conditioning Condenser System for a Vehicle
Wheeled Coach Industries, Inc.	13/217,568	External Condenser and Light Assembly

(D) Patent Licenses

None.

(E) Trademarks

Registrations:

OWNER	REGISTRATION NUMBER	TRADEMARK
Allied Specialty Vehicles, Inc.	3,959,746	ALLIED SPECIALTY VEHICLES and Design
Capacity of Texas, Inc.	0,981,553	CAPACITY (standard character mark)
Capacity of Texas, Inc.	1,316,884	YARDMASTER (standard character mark)
Capacity of Texas, Inc.	1,643,534	DURA-RIDE (standard character mark)
Capacity of Texas, Inc.	3,053,908	VISTA CAB (standard character mark)
Capacity of Texas, Inc.	3,197,299	C CAPACITY and Design
Capacity of Texas, Inc.	3,670,816	PHETT (standard character mark)
Capacity of Texas, Inc.	4,032,254	ZETT (standard character mark)
Capacity of Texas, Inc.	4,312,551	C and Design
Collins Bus Corporation	1,069,353	SAF-T-LOCK (standard character mark)
Collins Bus Corporation	1,460,785	COLLINS BUS CORPORATION and Design
Collins Bus Corporation	2,125,595	BANTAM (standard character mark)
Collins Bus Corporation	2,268,822	W & Design
Collins Bus Corporation	2,405,671	MID BUS (standard character mark)
Collins Bus Corporation	2,437,856	WORLD TRANS, INC. (standard character mark)
Collins Bus Corporation	3,101,717	DURASTRAINT (standard character mark)
Collins Bus Corporation	3,476,540	MISCELLANOUS DESIGN (design only)
Collins Bus Corporation	3,571,465	QUANTUM SERIES (standard character mark)
Collins Bus Corporation	4,135,211	CORBEIL
Collins Industries, Inc.	1,326,822	COLLINS (standard character mark)
Collins Industries, Inc.	3,773,387	NEXBUS (standard character mark)
E-ONE, Inc.	1,137,768	EMERGENCY ONE (standard character mark)
E-ONE, Inc.	1,300,325	THE TITAN (standard character mark)
E-ONE, Inc.	1,458,984	E-ONE and Design
E-ONE, Inc.	1,466,258	HUSH (standard character mark)
E-ONE, Inc.	1,886,449	FIRE LOCKER (standard character mark)
E-ONE, Inc.	1,894,597	SENTRY and Design
E-ONE, Inc.	2,332,172	HURRICANE (standard character mark)
E-ONE, Inc.	2,360,240	CYCLONE (standard character mark)

SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

E-ONE, Inc.	2,414,756	SIDESTACKER (standard character mark)
E-ONE, Inc.	2,415,206	AMERICA’S FIRETRUCK (standard character mark)
E-ONE, Inc.	2,426,857	SUPER TILLER V-MAX CAB (standard character mark)
E-ONE, Inc.	2,432,678	RHINO and Design
E-ONE, Inc.	2,580,867	GATOR GRIP (standard character mark)
E-ONE, Inc.	2,660,305	TYPHOON (standard character mark)
E-ONE, Inc.	2,844,955	SAULSBURY (standard character mark)
E-ONE, Inc.	3,028,462	TRADITION (standard character mark)
E-ONE, Inc.	3,189,899	EZ-ONE (standard character mark)
E-ONE, Inc.	3,370,108	THE QUEST (standard character mark)
E-ONE, Inc.	3,496,858	COMMS-ONE (standard character mark)
E-ONE, Inc.	3,565,108	THE TITAN FORCE (standard character mark)
E-ONE, Inc.	3,613,387	CREWGUARD (standard character mark)
E-ONE, Inc.	3,758,350	SYNERGY (standard character mark)
E-ONE, Inc.	4,026,089	eMAX (stylized)
E-ONE, Inc.	4,028,598	eMAX (standard character mark)
E-ONE, Inc.	4,383,980	Eco-Logic
Fleetwood RV, Inc.	0,940,353	TIOGA (standard character mark)
Fleetwood RV, Inc.	0,983,735	JAMBOREE (standard character mark)
Fleetwood RV, Inc.	1,020,474	SOUTHWIND (standard character mark)
Fleetwood RV, Inc.	1,407,614	BOUNDER (standard character mark)
Fleetwood RV, Inc.	1,438,547	BOUNDER and Design
Fleetwood RV, Inc.	1,759,144	AMERICAN EAGLE (standard character mark)
Fleetwood RV, Inc.	2,101,571	AMERICAN TRADITION (standard character mark)
Fleetwood RV, Inc.	2,318,980	AMERICAN HERITAGE (standard character mark)
Fleetwood RV, Inc.	2,522,953	EXPEDITION (standard character mark)
Fleetwood RV, Inc.	2,602,359	TUFF COAT (standard character mark)
Fleetwood RV, Inc.	2,668,820	STORM (standard character mark)
Fleetwood RV, Inc.	2,705,159	FIESTA (standard character mark)
Fleetwood RV, Inc.	2,715,631	REVOLUTION (standard character mark)
Fleetwood RV, Inc.	2,733,217	PROVIDENCE (standard character mark)
Fleetwood RV, Inc.	2,828,834	TERRA (standard character mark)
Fleetwood RV, Inc.	2,903,920	AMERICAN COACH (standard character mark)
Fleetwood RV, Inc.	3,031,201	F and Design
Fleetwood RV, Inc.	3,095,256	POWER PLATFORM (standard character mark)
Fleetwood RV, Inc.	3,310,698	DISCOVERY (standard character mark)
Fleetwood RV, Inc.	3,412,315	ICON (standard character mark)
Fleetwood RV, Inc.	3,415,222	PULSE (standard character mark)
Fleetwood RV, Inc.	3,481,620	AMERICAN ALLEGIANCE
Fleetwood RV, Inc.	3,642,101	POWER BRIDGE CHASSIS (standard character mark)
Fleetwood RV, Inc.	3,815,764	ENCOUNTER (standard character mark)
Fleetwood RV, Inc.	3,856,602	PACE ARROW (standard character mark)
Fleetwood RV, Inc.	3,905,734	FLEETWOOD RV (standard character mark)
Fleetwood RV, Inc.	4,038,227	SEARCHER (standard character mark)
Fleetwood RV, Inc.	4,038,231	MONTARA (standard character mark)
Fleetwood RV, Inc.	4,127,857	AMERICAN REVOLUTION (stylized)
Fleetwood RV, Inc.	4,253,953	AMERICAN REVOLUTION (standard character mark)
Fleetwood RV, Inc.	4,380,205	AC (stylized)
Goldshield Fiberglass, Inc.	3,953,364	JET STREAM (standard character mark)
Halcore Group, Inc.	1,781,317	TRAUMAHAWK (Stylized)
Halcore Group, Inc.	2,010,589	INTERFLEET (standard character mark)
Halcore Group, Inc.	3,735,211	SAFETY WITH SUBSTANCE (standard character mark)

SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

Halcore Group, Inc.	3,858,239	CONCEPT 3 (standard character mark)
Halcore Group, Inc.	3,863,466	LEADER EMERGENCY VEHICLES and Design
Halcore Group, Inc.	4,388,145	INTELLIPLEX and Design
Halcore Group, Inc.	4,395,406	HORTON EMERGENCY VEHICLES and Design
Mobile Products, Inc.	1,000,490	LAY-MOR (standard character mark)
Wheeled Coach Industries, Inc.	1,413,260	WHEELED COACH and Design
Wheeled Coach Industries, Inc.	1,424,769	MISCELLANOUS DESIGN (design only)
Wheeled Coach Industries, Inc.	2,050,808	MAV and Design
Wheeled Coach Industries, Inc.	2,224,117	ROAD RESCUE (standard character mark)
Wheeled Coach Industries, Inc.	2,261,938	FIREMEDIC (Stylized)
Wheeled Coach Industries, Inc.	2,266,756	P.A.F. SYSTEM PURE AIR FILTRATION SYSTEM and Design
Wheeled Coach Industries, Inc.	2,268,867	CARE CADDY (standard character mark)
Wheeled Coach Industries, Inc.	2,421,478	MODUVAN (Stylized)
Wheeled Coach Industries, Inc.	2,702,392	MCCOY MILLER
Wheeled Coach Industries, Inc.	2,858,312	CRUSADER (standard character mark)
Wheeled Coach Industries, Inc.	2,938,860	CITIMEDIC (Stylized)
Wheeled Coach Industries, Inc.	2,961,220	DURALITE (standard character mark)
Wheeled Coach Industries, Inc.	3,773,284	RESCUE FORCE SERIES BY WHEELED COACH and Design
Wheeled Coach Industries, Inc.	3,773,288	STRIKEFORCE SERIES BY WHEELED COACH and Design
Wheeled Coach Industries, Inc.	3,984,329	IN SERVICE FOR LIFE (standard character mark)
Wheeled Coach Industries, Inc.	3,984,330	RR and Design
Wheeled Coach Industries, Inc.	3,994,339	SAFEPASS (standard character mark)
Wheeled Coach Industries, Inc.	4,027,023	ENTERSAFE (standard character mark)
Wheeled Coach Industries, Inc.	4,068,236	COOL BAR (standard character mark)
Wheeled Coach Industries, Inc.	4,180,746	WHEELED COACH TURBOAIR and Design
Champion Bus, Inc.	2,572,625	CHAMPION
Champion Bus, Inc.	2,529,519	CTS
Champion Bus, Inc.	2,740,975	DEFENDER
Champion Bus, Inc.	4,199,469	EZ-STREET
Champion Bus, Inc.	2,558,283	CRUSADER
ElDorado National (California), Inc.	3,482,123	TRANS SHUTTLE
ElDorado National (California), Inc.	3,873,578	TRANSTECH
ElDorado National (California), Inc.	2,014,769	ELDORADO NATIONAL
ElDorado National (California), Inc.	1,474,897	TRANSMARK
ElDorado National (California), Inc.	2,855,054	AXESS
ElDorado National (California), Inc.	3,450,712	PASSPORT
ElDorado National (California), Inc.	2,030,612	E-Z RIDER
ElDorado National (California), Inc.	2,492,479	MST
ElDorado National (California), Inc.	2,745,772	ESCORT

SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

ELDORADO NATIONAL (KANSAS), INC.	1,949,422	AEROLITE
ELDORADO NATIONAL (KANSAS), INC.	2,397,673	AERO ELITE
ELDORADO NATIONAL (KANSAS), INC.	3,637,819	Falcon Design
ELDORADO NATIONAL (KANSAS), INC.	1,424,752	AEROTECH
ELDORADO NATIONAL (KANSAS), INC.	2,924,336	AMERIVAN
ELDORADO NATIONAL (KANSAS), INC.	2,714,325	VERSASHUTTLE
ELDORADO NATIONAL (KANSAS), INC.	3,292,339	XTRM
ELDORADO NATIONAL (KANSAS), INC.	4,220,408	AEROACCESS
ELDORADO NATIONAL (KANSAS), INC.	4,193,181	MISSION
General Coach America, Inc.	1,576,282	CORSAIR
General Coach America, Inc.	2,800,297	EZ-TRANS
Goshen Coach Inc.	1,578,897	Design
Goshen Coach Inc.	3,986,406	WOLVERINE
Goshen Coach Inc.	3,986,407	CONNECTION
Goshen Coach Inc.	3,166,409	COMMITTED TO MOVING PEOPLE AHEAD
Goshen Coach Inc.	4,172,058	MAINSTREAM
Goshen Coach Inc.	2,369,250	SENTINEL
Goshen Coach Inc.	1,577,678	GOSHEN COACH
Goshen Coach Inc.	2,741,387	PACER
Goshen Coach Inc.	4,154,711	G-FORCE

Applications:

OWNER	APPLICATION NUMBER	TRADEMARK
Capacity of Texas, Inc.	86/027,573	CAPACITY TRUCKS
Capacity of Texas, Inc.	86/027,598	C CAPACITY TRUCKS (stylized)
E-ONE, Inc.	85/825,769	Integral Torque Box Chassis
Fleetwood RV, Inc.	85/814,204	AMERICAN COACH DRIVING YOUR PASSION (stylized)
Fleetwood RV, Inc.	85/814,170	AMERICAN COACH DRIVING YOUR PASSION (standard character)
Halcore Group, Inc.	85/821,226	AEV and Design

(F) Trademark Licenses

None.

(G) Trade Secret Licenses

None.

(H) Software

SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

None.

(I) Intellectual Property Exceptions

None.

SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

Name of Grantor	Commercial Tort Claims
None.

EXHIBIT A

TO PLEDGE AND SECURITY AGREEMENT

PLEDGE SUPPLEMENT

This PLEDGE SUPPLEMENT, dated [            ,         ], is delivered by [NAME OF GRANTOR], a [NAME OF STATE OF ORGANIZATION] [                    ] pursuant to the Pledge and Security Agreement, dated as of October 21, 2013 (as it may be from time to time amended, restated, amended and restated, modified or supplemented, the “Security Agreement”), among ALLIED SECURITY VEHICLES, INC., as the Borrower, EACH OF THE OTHER GRANTORS FROM TIME TO TIME PARTY THERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as the Revolving Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement.

Grantor hereby confirms the grant to the Revolving Collateral Agent set forth in the Security Agreement of, and does hereby, without limiting the time of the Security Agreement, grant to the Revolving Collateral Agent, for the benefit of the Revolving Secured parties a continuing lien on and security interest in all of Grantor’s right, title and interest in, to and under the Collateral, whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached supplements to Schedules accurately and completely set forth all additional information required pursuant to the Security Agreement and hereby agrees that such supplements to Schedules shall constitute part of the Schedules to the Security Agreement.

From and after the execution and delivery hereof by the Grantor hereto, this Pledge Supplement shall constitute a “Credit Document” for all purposes of the Credit Agreement and the other Credit Documents.

IN WITNESS WHEREOF, Grantor has caused this Pledge Supplement to be duly executed and delivered by its duly authorized officer as of [            ,         ].

[NAME OF GRANTOR]
By:
	Name:
	Title:

Exhibit A

Page 2

SUPPLEMENT TO SCHEDULE 4.1

TO PLEDGE AND SECURITY AGREEMENT

GENERAL INFORMATION

(A) Exact Legal Name, Type of Organization, Jurisdiction of Organization, Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person), Federal Taxpayer Identification Number and Organizational Identification Number of each Grantor:

Exact Legal Name Type of Organization Jurisdiction of
Organization Chief Executive Office/Sole Place of Business (or Residence if Grantor is a Natural Person) Federal Taxpayer I.D. # Organization I.D. #

(B) Other Names (including any Trade Name or Fictitious Name) under which each Grantor has conducted business for the past five (5) years:

Exact Legal Name of Grantor Trade Name or Fictitious Name

(C) Changes in Name, Chief Executive Office or Sole Place of Business (or Principal Residence if Grantor is a Natural Person) and Corporate Structure within past five (5) years and Changes in Jurisdiction of Organization within past four months:

Exact Legal Name of Grantor Date of Change Description of Change

(D) Financing Statements:

Exact Legal Name of Grantor Filing Jurisdiction(s)

Exhibit A

Page 3

SUPPLEMENT TO SCHEDULE 4.2

TO PLEDGE AND SECURITY AGREEMENT

LOCATION OF EQUIPMENT AND INVENTORY

Name of Grantor Location of Equipment and Inventory

Exhibit A

Page 4

SUPPLEMENT TO SCHEDULE 4.4

TO PLEDGE AND SECURITY AGREEMENT

INVESTMENT RELATED PROPERTY

(A) Equity Interests and Accounts

Pledged Stock:

Grantor Stock
Issuer Class of
Stock Certificated
(Y/N) Stock
Certificate
No. Par
Value No. of
Pledged
Stock % of
Outstanding
Stock of the
Stock Issuer

Pledged LLC Interests:

Grantor Limited
Liability
Company Certificated
(Y/N) Certificate
No. (if any) No. of Pledged
Units % of
Outstanding
LLC Interests
of the Limited
Liability
Company

Pledged Partnership Interests:

Grantor Partnership Type of
Partnership
Interests
(e.g., general
or limited) Certificated
(Y/N) Certificate
No. (if any) % of
Outstanding
Partnership
Interests of the
Partnership

Pledged Trust Interests:

Grantor Trust Class of
Trust
Interests Certificated
(Y/N) Certificate No.
(if any) % of Outstanding
Trust Interests of
the Trust

Exhibit A

Page 5

Pledged Debt:

Grantor Issuer Original Principal
Amount Outstanding
Principal Balance Issue Date Maturity Date

Securities Account:

Grantor Name of Securities
Intermediary Account Number Account Name

Commodities Accounts:

Grantor Name of
Commodities
Intermediary Account Number Account Name

Deposit Accounts:

Grantor Name of Depositary
Bank Account Number Account Name

(B) Acquisitions within the past 5 years

Name of Grantor Date of Acquisition Description of Acquisition

Exhibit A

Page 6

SUPPLEMENT TO SCHEDULE 4.5

TO PLEDGE AND SECURITY AGREEMENT

DESCRIPTION OF LETTERS OF CREDIT

Name of Grantor Description of Letters of Credit

Exhibit A

Page 7

SUPPLEMENT TO SCHEDULE 4.6

TO PLEDGE AND SECURITY AGREEMENT

INTELLECTUAL PROPERTY

(A) Copyrights

(B) Copyright Licenses

(C) Patents

(D) Patent Licenses

(E) Trademarks

(F) Trademark Licenses

(G) Trade Secret Licenses

(H) Software

(I) Intellectual Property Exceptions

Exhibit A

Page 8

SUPPLEMENT TO SCHEDULE 4.7

TO PLEDGE AND SECURITY AGREEMENT

COMMERCIAL TORT CLAIMS

Name of Grantor Commercial
Tort Claims

EXHIBIT B

TO PLEDGE AND SECURITY AGREEMENT

SECURITIES ACCOUNT CONTROL AGREEMENT

This Securities Account Control Agreement dated as of         , 201   (this “Agreement”) among                                  (the “Debtor”), DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Revolving Secured Parties (together with any successor collateral agent to the Revolving Secured Parties, the “Revolving Collateral Agent”) and [            ], in its capacity as a “securities intermediary” as defined in Section 8-102 of the UCC (in such capacity, together with its successors and permitted assigns, the “Securities Intermediary”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated as of October 21, 2013, among the Debtor, the other Grantors from time to time party thereto and the Revolving Collateral Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Securities Account. The Securities Intermediary hereby confirms and agrees that:

(a) the Securities Intermediary has established account number              in the name “[                    ]” (such account and any successor account, the “Securities Account”) and the Securities Intermediary shall not change the name or account number of the Securities Account without the prior written consent of the Revolving Collateral Agent;

(b) all securities or other property underlying any financial assets credited to the Securities Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Securities Account be registered in the name of the Debtor, payable to the order of the Debtor or specially indorsed to the Debtor except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank;

(c) all property delivered to the Securities Intermediary pursuant to the Revolving Security Agreement will be promptly credited to the Securities Account; and

(d) the Securities Account is a “securities account” within the meaning of Section 8-501 of the UCC.

Exhibit B

Page 2

Section 2. “Financial Assets” Election. The Securities Intermediary hereby agrees that each item of property (including, without limitation, any investment property, financial asset, security, instrument, general intangible or cash) credited to the Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 3. Control of the Securities Account. If at any time the Securities Intermediary shall receive any entitlement order from the Revolving Collateral Agent directing transfer or redemption of any financial asset relating to the Securities Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Debtor or any other person. If the Debtor is otherwise entitled to issue entitlement orders and such orders conflict with any entitlement order issued by the Revolving Collateral Agent, the Securities Intermediary shall follow the orders issued by the Revolving Collateral Agent. The Revolving Collateral Agent agrees that it will not provide instructions directing the disposition of any financial asset relating to the Securities Account pursuant to this Section 3 unless an Event of Default (as defined in the Revolving Credit Agreement) has occurred and is continuing.

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Securities Intermediary has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Revolving Collateral Agent. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Revolving Collateral Agent (except that the Securities Intermediary may set off (i) all amounts due to the Securities Intermediary in respect of customary fees and expenses for the routine maintenance and operation of the Securities Account and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 5. Choice of Law. This Agreement and the Securities Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110 of the UCC) and the Securities Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York.

Section 6. Conflict with Other Agreements, Etc.

(a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail with respect to the obligations of the Securities Intermediary.

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.

Exhibit B

Page 3

(c) The Securities Intermediary hereby confirms and agrees that:

(i) there are no other agreements entered into between the Securities Intermediary and the Debtor with respect to the Securities Account;

(ii) it has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the Securities Account and/or any financial assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) of such other person; and

(iii) it has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Debtor purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3 hereof.

Section 7. Adverse Claims. Except for the claims and interest of the Revolving Collateral Agent and of the Debtor in the Securities Account, the Securities Intermediary does not know of any claim to, or interest in, the Securities Account or in any “financial asset” (as defined in Section 8-l02(a) of the UCC) credited thereto. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Securities Account or in any financial asset carried therein, the Securities Intermediary will promptly notify in writing the Revolving Collateral Agent and the Debtor thereof.

Section 8. Maintenance of Securities Account. In addition to, and not in lieu of, the obligation of the Securities Intermediary to honor entitlement orders as agreed in Section 3 hereof, the Securities Intermediary agrees to maintain the Securities Account as follows:

(a) Notice of Sole Control. If at any time the Revolving Collateral Agent delivers to the Securities Intermediary a Notice of Sole Control in substantially the form set forth in Annex A hereto, the Securities Intermediary agrees that after receipt of such notice, it will take all instruction with respect to the Securities Account solely from the Revolving Collateral Agent.

(b) Voting Rights. Until such time as the Securities Intermediary receives a Notice of Sole Control pursuant to subsection (a) of this Section 8, the Debtor shall direct the Securities Intermediary with respect to the voting of any financial assets credited to the Securities Account.

(c) Permitted Investments. Until such time as the Securities Intermediary receives a Notice of Sole Control signed by the Revolving Collateral Agent, the Debtor shall direct the Securities Intermediary with respect to the selection of investments to be made for the Securities Account; provided, however, that the Securities Intermediary shall not honor any instruction to purchase any investments other than investments of a type described on Annex B hereto.

(d) Statements and Confirmations. Upon the reasonable request of the Revolving Collateral Agent, the Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Securities Account and/or any financial assets credited thereto simultaneously to each of the Debtor and the Revolving Collateral Agent at the address for each set forth in Section 13 of this Agreement.

Exhibit B

Page 4

(e) Tax Reporting. All items of income, gain, expense and loss recognized in the Securities Account shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

Section 9. Representations, Warranties and Covenants of the Securities Intermediary. The Securities Intermediary hereby makes the following representations, warranties and covenants:

(a) the Securities Account has been established as set forth in Section 1 above and such Securities Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b) this Agreement is the valid and legally binding obligation of the Securities Intermediary.

Section 10. Indemnification of Securities Intermediary. The Debtor and the Revolving Collateral Agent hereby agree that (a) the Securities Intermediary is released from any and all liabilities to the Debtor and the Revolving Collateral Agent arising from the terms of this Agreement and the compliance by the Securities Intermediary with the terms hereof, except to the extent that such liabilities arise from the Securities Intermediary’s gross negligence or willful misconduct and (b) the Debtor, its successors and permitted assigns (but not the Revolving Collateral Agent) shall at all times indemnify and save harmless the Securities Intermediary from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance by the Securities Intermediary with the terms hereof, except to the extent that such arises from the Securities Intermediary’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 11. Agreement with Debtor. The Revolving Collateral Agent hereby agrees that until such time as an Event of Default (as defined in the Revolving Credit Agreement) shall have occurred and be continuing, it will not exercise its right to control the Securities Account pursuant to Section 3 or to request statements and confirmations pursuant to Section 8, it being understood that if the Revolving Collateral Agent, notwithstanding this Agreement, shall exercise such control or request such statements and confirmations, the Securities Intermediary shall be entitled to be fully protected in relying and acting on such exercise or request.

Section 12. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns who obtain such rights solely by operation of law. The Revolving Collateral Agent may assign its rights hereunder only with the express written consent of the Securities Intermediary and by sending written notice of such assignment to the Debtor.

Exhibit B

Page 5

Section 13. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

	[                                         ]
Debtor:	[INSERT ADDRESS]
	Attention: [                    ]
	Telecopier: [    ]-[    ]-[        ]
Revolving	Deutsche Bank AG New York Branch
Collateral Agent:	c/o DB Services New Jersey, Inc.
	5022 Gate Parkway, Bldg. 200
	Jacksonville, FL 32256
	Attention: Lee Schmerin
	Telecopier: (904) 746-4860
	Email: Lee.Schmerin@db.com
Securities Intermediary:	[                                         ]
	[INSERT ADDRESS]
	Attention: [                    ]
	Telecopier: [    ]-[    ]-[        ]

Any party may change its address for notices in the manner set forth above.

Section 14. Termination. The obligations of the Securities Intermediary to the Revolving Collateral Agent pursuant to this Agreement shall continue in effect until the security interest of the Revolving Collateral Agent in the Securities Account has been terminated pursuant to the terms of the Revolving Security Agreement or the Revolving Collateral Agent has notified the Securities Intermediary of such termination in writing. The Revolving Collateral Agent agrees to provide a Notice of Termination in substantially the form of Annex C hereto to the Securities Intermediary upon the request of the Debtor on or after the termination of the security interest of the Revolving Collateral Agent in the Securities Account pursuant to the terms of the Revolving Security Agreement. The termination of this Agreement shall not terminate the Securities Account or alter the obligations of the Securities Intermediary to the Debtor pursuant to any other agreement with respect to the Securities Account.

Section 15. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Exhibit B

Page 6

IN WITNESS WHEREOF, the parties hereto have caused this Securities Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[DEBTOR]
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK
BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
[NAME OF SECURITIES INTERMEDIARY],       as Securities Intermediary
By:
	Name:
	Title:

ANNEX A

TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of Revolving Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]

Attention:

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in the Securities Account Control Agreement dated as of [                    ] among [NAME OF DEBTOR], you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over securities account number              (the “Securities Account”) and all financial assets credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Securities Account or the financial assets credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF DEBTOR].

Very truly yours,
DEUTSCHE BANK AG NEW YORK BRANCH,       as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

cc: [NAME OF DEBTOR]

ANNEX B

TO SECURITIES ACCOUNT CONTROL AGREEMENT

Permitted Investments

ANNEX C

TO SECURITIES ACCOUNT CONTROL AGREEMENT

[Letterhead of the Revolving Collateral Agent]

[Date]

[Name and Address of Securities Intermediary]

Attention:

Re: Termination of control under Securities Account Control Agreement

You are hereby notified that our security interest in the Securities Account referred to (and as defined in) the Securities Account Control Agreement (the “Agreement”) dated as of             , 201   among you, [NAME OF DEBTOR] and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to the Securities Account from [NAME OF DEBTOR]. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF DEBTOR] pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF DEBTOR].

Very truly yours,
DEUTSCHE BANK AG NEW YORK
BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT C

TO PLEDGE AND SECURITY AGREEMENT

DEPOSIT ACCOUNT CONTROL AGREEMENT

This Deposit Account Control Agreement dated as of             , 201   (this “Agreement”) among [NAME OF GRANTOR] (the “Debtor”), DEUTSCHE BANK AG NEW YORK BRANCH, as collateral agent for the Revolving Secured Parties (together with any successor collateral agent to the Revolving Secured Parties, the “Revolving Collateral Agent”) and                     , in its capacity as a “bank” as defined in Section 9-102 of the UCC (in such capacity, together with its successors and assigns, the “Financial Institution”). Capitalized terms used but not defined herein shall have the meaning assigned thereto in the Pledge and Security Agreement, dated as of October 21, 2013, among the Debtor, the other Grantors from time to time party thereto and the Revolving Collateral Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Security Agreement”). All references herein to the “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York.

Section 1. Establishment of Deposit Account. The Financial Institution hereby confirms and agrees that:

(a) the Financial Institution has established account number              in the name “                    " (such account and any successor account, the “Deposit Account”) and the Financial Institution shall not change the name or account number of the Deposit Account without the prior written consent of the Revolving Collateral Agent;

(b) the Deposit Account is a “deposit account” within the meaning of Section 9-l02(a)(29) of the UCC; and

(c) the Financial Institution does not have notice of any assignment or pledge of the Deposit Account, other than as contemplated hereunder.

Section 2. Acknowledgement of Security Interest. The parties hereto hereby acknowledge that as collateral security for Debtor’s obligations to the Revolving Secured Parties, Debtor has granted to the Revolving Collateral Agent a present and continuing security interest in (a) the Deposit Account, (b) all contract rights and privileges in respect of the Deposit Account, and (c) all cash, checks, money orders and other items of value of Debtor now or hereafter paid, deposited, credited, held (whether for collection, provisionally or otherwise) or otherwise in the possession or under the control of, or in transit to, the Financial Institution or any agent, bailee or custodian thereof (collectively, “Receipts”), and all proceeds of the foregoing, and the Financial Institution acknowledges that this Agreement constitutes notice, in accordance with the UCC, of the security interest of the Revolving Collateral Agent in such collateral. The Revolving Collateral Agent hereby appoints the Financial Institution as its bailee and pledgee-in-possession for the Deposit Account and all Receipts, and the Financial Institution hereby accepts such appointment and agrees to be bound by the terms of this Agreement and Debtor hereby agrees to such appointment.

Exhibit C

Page 2

Section 3. Control of the Deposit Account. If at any time the Financial Institution shall receive any instructions originated by the Revolving Collateral Agent directing the disposition of funds in the Deposit Account, the Financial Institution shall comply with such instructions without further consent by the Debtor or any other person. The Revolving Collateral Agent agrees that it will not provide instructions directing the disposition of funds in the Deposit Account pursuant to this Section 3 unless an Event of Default (as defined in the Revolving Credit Agreement) has occurred and is continuing. The Financial Institution shall have no duty or right to inquire into whether an Event of Default has occurred, and shall rely solely upon the representations of the Revolving Collateral Agent with respect to any declaration of an Event of Default.

Section 4. Subordination of Lien; Waiver of Set-Off. In the event that the Financial Institution has or subsequently obtains by agreement, by operation of law or otherwise a security interest in the Deposit Account or any funds credited thereto, the Financial Institution hereby agrees that such security interest shall be subordinate to the security interests of the Revolving Collateral Agent. Money and other items credited to the Deposit Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Revolving Collateral Agent (except that the Financial Institution may set off (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of the Deposit Account and (ii) the face amount of any checks which have been credited to such Deposit Account but are subsequently returned unpaid because of uncollected or insufficient funds).

Section 5. Choice of Law. This Agreement and the Deposit Account shall each be governed by the laws of the State of New York. Regardless of any provision in any other agreement, for purposes of the UCC, New York shall be deemed to be the Financial Institution’s jurisdiction (within the meaning of Section 9-304 of the UCC) and the Deposit Account shall be governed by the laws of the State of New York.

Section 6. Conflict with Other Agreements.

(a) In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail with respect to the obligations of the Financial Institution;

(b) No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto; and

(c) The Financial Institution hereby confirms and agrees that:

(i) there are no other agreements entered into between the Financial Institution and the Debtor with respect to the Deposit Account¹; [and]

(ii) it has not entered into, and until the termination of this Agreement, will not enter into, any agreement with any other person relating to the Deposit Account and/or any funds credited thereto pursuant to which it has agreed to comply with instructions originated by such persons as contemplated by Section 9-104 of the UCC; and

¹  Insert qualifier if there is an existing account agreement between Debtor and the Financial Institution

Exhibit C

Page 3

(iii) it has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Debtor purporting to limit or condition the obligation of the Financial Institution to comply with the instructions as set forth in Section 3 hereof.

Section 7. Adverse Claims. The Financial Institution does not know of any liens, claims or encumbrances relating to the Deposit Account. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Deposit Account or the funds credited thereto, the Financial Institution will promptly notify in writing the Revolving Collateral Agent and the Debtor thereof.

Section 8. Maintenance of Deposit Account. In addition to, and not in lieu of, the obligation of the Financial Institution to honor instructions as set forth in Section 3 hereof, the Financial Institution agrees to maintain the Deposit Account as follows:

(a) Notice of Sole Control. If at any time the Revolving Collateral Agent delivers to the Financial Institution a Notice of Sole Control in substantially the form set forth in Annex A hereto, the Financial Institution agrees that after receipt of such notice, it will take all instruction with respect to the Deposit Account solely from the Revolving Collateral Agent.

(b) Statements and Confirmations. The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning the Deposit Account simultaneously to each of the Debtor and the Revolving Collateral Agent at the address for each set forth in Section 12 of this Agreement; and

(c) Tax Reporting. All interest, if any, relating to the Deposit Account, shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Debtor.

Section 9. Representations, Warranties and Covenants of the Financial Institution. The Financial Institution hereby makes the following representations, warranties and covenants:

(a) The Deposit Account has been established as set forth in Section 1 and the Deposit Account will be maintained in the manner set forth herein until termination of this Agreement; and

(b) This Agreement is the valid and legally binding obligation of the Financial Institution.

Section 10. Indemnification of Financial Institution. The Debtor and the Revolving Collateral Agent hereby agree that (a) the Financial Institution is released from any

Exhibit C

Page 4

and all liabilities to the Debtor and the Revolving Collateral Agent arising from the terms of this Agreement and the compliance by the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s gross negligence or willful misconduct and (b) the Debtor, its successors and permitted assigns (but not the Revolving Collateral Agent) shall at all times indemnify and save harmless the Financial Institution from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance by the Financial Institution with the terms hereof, except to the extent that such arises from the Financial Institution’s gross negligence or willful misconduct, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

Section 11. Successors; Assignment. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors or assigns who obtain such rights solely by operation of law. The Revolving Collateral Agent may assign its rights hereunder only with the express written consent of the Financial Institution and by sending written notice of such assignment to the Debtor.

Section 12. Notices. Any notice, request or other communication required or permitted to be given under this Agreement shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or three days after being sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed to the party at the address set forth below.

Debtor:	[                                         ]
	[INSERT ADDRESS]
	Attention: [                    ]
	Telecopier: [    ]-[    ]-[        ]
Revolving Collateral	Deutsche Bank AG New York Branch
Agent:	c/o DB Services New Jersey, Inc.
	5022 Gate Parkway, Bldg. 200
	Jacksonville, FL 32256
	Attention: Lee Schmerin
	Telecopier: (904) 746-4860
	Email: Lee.Schmerin@db.com
Financial Institution:	[                                         ]
	[INSERT ADDRESS]
	Attention: [                    ]
	Telecopier: [    ]-[    ]-[        ]

Any party may change its address for notices in the manner set forth above.

Section 13. Termination. The obligations of the Financial Institution to the Revolving Collateral Agent pursuant to this Control Agreement shall continue in effect until the

Exhibit C

Page 5

security interest of the Revolving Collateral Agent in the Deposit Account has been terminated pursuant to the terms of the Revolving Security Agreement and the Revolving Collateral Agent has notified the Financial Institution of such termination in writing. The Revolving Collateral Agent agrees to provide a Notice of Termination in substantially the form of Annex B hereto to the Financial Institution upon the request of the Debtor on or after the termination of the security interest of the Revolving Collateral Agent in the Deposit Account pursuant to the terms of the Revolving Security Agreement. The termination of this Agreement shall not terminate the Deposit Account or alter the obligations of the Financial Institution to the Debtor pursuant to any other agreement with respect to the Deposit Account.

Section 14. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Exhibit C

Page 6

IN WITNESS WHEREOF, the parties hereto have caused this Deposit Account Control Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

[NAME OF DEBTOR]
By:
	Name:
	Title:
DEUTSCHE BANK AG NEW YORK
BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
[NAME OF FINANCIAL INSTITUTION],       as Financial Institution
By:
	Name:
	Title:

ANNEX A

TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of Revolving Collateral Agent]

[Date]

[Name and Address of Financial Institution]

Attention:

Re: Notice of Sole Control

Ladies and Gentlemen:

As referenced in the Deposit Account Control Agreement dated as of [                    ] among [NAME OF DEBTOR], you and the undersigned (a copy of which is attached), we hereby give you notice of our sole control over deposit account number              (the “Deposit Account”) and all funds credited thereto. You are hereby instructed not to accept any direction, instructions or entitlement orders with respect to the Deposit Account or the funds credited thereto from any person other than the undersigned, unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF DEBTOR].

Very truly yours,
DEUTSCHE BANK AG NEW YORK BRANCH,       as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

cc: [NAME OF DEBTOR]

ANNEX B

TO DEPOSIT ACCOUNT CONTROL AGREEMENT

[Letterhead of the Revolving Collateral Agent]

[Date]

[Name and Address of Financial Institution]

Attention:

Re: Termination of Control under Deposit Account Control Agreement

You are hereby notified that our security interest in the Deposit Account referred to (and as defined in) the Deposit Account Control Agreement (the “Control Agreement”) dated as of             , 201   among [NAME OF DEBTOR], you and the undersigned (a copy of which is attached) is terminated and you have no further obligations to the undersigned pursuant to such Agreement. Notwithstanding any previous instructions to you, you are hereby instructed to accept all future directions with respect to the Deposit Account from [NAME OF DEBTOR]. This notice terminates any obligations you may have to the undersigned with respect to such account, however nothing contained in this notice shall alter any obligations which you may otherwise owe to [NAME OF DEBTOR] pursuant to any other agreement.

You are instructed to deliver a copy of this notice by facsimile transmission to [NAME OF DEBTOR].

Very truly yours,
DEUTSCHE BANK AG NEW YORK
BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EXHIBIT D

TO PLEDGE AND SECURITY AGREEMENT

GRANT OF SECURITY INTEREST IN TRADEMARKS

GRANT OF SECURITY INTEREST IN TRADEMARKS (this “Trademark Security Agreement”), dated as of [            ], 2013, by [GRANTOR] (the “Grantor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent, for the benefit of the Revolving Secured Parties.

W I T N E S S E T H :

WHEREAS, Grantor entered into that certain Pledge and Security Agreement, dated as of October 21, 2013, among [GRANTOR] [ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation], EACH OF THE OTHER GRANTORS FROM TIME TO TIME PARTY THERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Revolving Security Agreement”);

WHEREAS, Grantor is required to execute and deliver to the Revolving Collateral Agent this Trademark Security Agreement for the benefit of the Revolving Secured Parties.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Revolving Security Agreement.

2. GRANT OF SECURITY INTEREST. Grantor hereby grants to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under any Trademarks (collectively, the “Trademark Collateral”), along with all goodwill associated therewith, whether now owned or existing or hereafter acquired or arising and wherever located, including those Trademarks set forth in Schedule I, provided that no security interest therein is granted on any “intent to use” Trademark applications until such time as an amendment to allege use or statement of use in respect thereof has been accepted by the United States Patent and Trademark Office, at which time such Trademark shall cease to be excluded from the Trademark Collateral hereunder.

3. REVOLVING SECURITY AGREEMENT. The security interests granted pursuant to this Trademark Security Agreement are granted in furtherance, not in limitation, of the security interests granted to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, pursuant to the Revolving Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Revolving Collateral Agent with respect to the security interest in the Trademark Collateral made

Exhibit D

Page 2

and granted hereby are more fully set forth in the Revolving Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Revolving Security Agreement, the provisions of the Revolving Security Agreement shall control.

4. COUNTERPARTS. This Trademark Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

5. TERMINATION OR RELEASE. This Trademark Security Agreement shall terminate and the security interests granted hereby shall be automatically released in accordance with the provisions of Section 10 of the Revolving Security Agreement.

6. GOVERNING LAW. THIS TRADEMARK SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. INTERCREDITOR AGREEMENT. Notwithstanding anything to the contrary contained in this Trademark Security Agreement, the liens and security interests (and priority of such liens and security interests) granted to the Revolving Collateral Agent in any Trademark Collateral that constitutes Notes Priority Collateral pursuant to this Trademark Security Agreement and the exercise of any right or remedy against the Notes Priority Collateral by the Revolving Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Trademark Security Agreement, the terms of the Intercreditor Agreement shall govern and control.

[Remainder of page intentionally left blank]

Exhibit D

Page 3

IN WITNESS WHEREOF, Grantor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[GRANTOR]
By:
	Name:
	Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

Exhibit D

Page 4

ACCEPTED AND ACKNOWLEDGED BY:

DEUTSCHE BANK AG NEW YORK
BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit D

Page 5

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK APPLICATIONS, REGISTRATIONS AND LICENSES

(see attached)

EXHIBIT E

TO PLEDGE AND SECURITY AGREEMENT

GRANT OF SECURITY INTEREST IN COPYRIGHTS

GRANT OF SECURITY INTEREST IN COPYRIGHTS (this “Copyright Security Agreement”), dated as of [            ], 2013, by [GRANTOR] (the “Grantor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent, for the benefit of the Revolving Secured Parties.

W I T N E S S E T H :

WHEREAS, Grantor entered into that certain Pledge and Security Agreement, dated as of October 21, 2013, among [GRANTOR] [ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation], EACH OF THE OTHER GRANTORS FROM TIME TO TIME PARTY THERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Revolving Security Agreement”);

WHEREAS, Grantor is required to execute and deliver to the Revolving Collateral Agent this Copyright Security Agreement for the benefit of the Revolving Secured Parties.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Revolving Security Agreement.

2. GRANT OF SECURITY INTEREST. Grantor hereby grants to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under any Copyrights (collectively, the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising and wherever located, including those Copyrights set forth in Schedule I.

3. REVOLVING SECURITY AGREEMENT. The security interests granted pursuant to this Copyright Security Agreement are granted in furtherance, not in limitation, of the security interests granted to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, pursuant to the Revolving Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Revolving Collateral Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Revolving Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Revolving Security Agreement, the provisions of the Revolving Security Agreement shall control.

Exhibit E

Page 2

4. COUNTERPARTS. This Copyright Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

5. TERMINATION OR RELEASE. This Copyright Security Agreement shall terminate and the security interests granted hereby shall be automatically released in accordance with the provisions of Section 10 of the Revolving Security Agreement.

6. GOVERNING LAW. THIS COPYRIGHT SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. INTERCREDITOR AGREEMENT. Notwithstanding anything to the contrary contained in this Copyright Security Agreement, the liens and security interests (and priority of such liens and security interests) granted to the Revolving Collateral Agent in any Copyright Collateral that constitutes Notes Priority Collateral pursuant to this Copyright Security Agreement and the exercise of any right or remedy against the Notes Priority Collateral by the Revolving Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Copyright Security Agreement, the terms of the Intercreditor Agreement shall govern and control.

[Remainder of page intentionally left blank]

Exhibit E

Page 3

IN WITNESS WHEREOF, Grantor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[GRANTOR]
By:
	Name:
	Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

Exhibit E

Page 4

ACCEPTED AND ACKNOWLEDGED BY:

DEUTSCHE BANK AG NEW YORK
BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit E

Page 5

SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND LICENSES

(see attached)

EXHIBIT F TO

PLEDGE AND SECURITY AGREEMENT

GRANT OF SECURITY INTEREST IN PATENTS

GRANT OF SECURITY INTEREST IN PATENTS (this “Patent Security Agreement”), dated as of [            ], 2013, by [GRANTOR] (the “Grantor”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent, for the benefit of the Revolving Secured Parties. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Revolving Security Agreement (referenced below).

W I T N E S S E T H :

WHEREAS, Grantor entered into that certain Pledge and Security Agreement, dated as of October 21, 2013, among [GRANTOR] [ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation], EACH OF THE OTHER GRANTORS FROM TIME TO TIME PARTY THERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent (including all annexes, exhibits or schedules thereto, as from time to time amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Revolving Security Agreement”);

WHEREAS, Grantor is required to execute and deliver to the Revolving Collateral Agent this Patent Security Agreement for the benefit of the Revolving Secured Parties.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby agrees as follows:

1. DEFINED TERMS. All capitalized terms used but not otherwise defined herein have the meanings given to them in the Revolving Security Agreement.

2. GRANT OF SECURITY INTEREST. Grantor hereby grants to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under any Patents (collectively, the “Patent Collateral”), whether now owned or existing or hereafter acquired or arising and wherever located, including those Patents set forth in Schedule I.

3. REVOLVING SECURITY AGREEMENT. The security interests granted pursuant to this Patent Security Agreement are granted in furtherance, not in limitation, of the security interests granted to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, pursuant to the Revolving Security Agreement. Grantor hereby acknowledges and affirms that the rights and remedies of Revolving Collateral Agent with respect to the security interest in the Patent Collateral made and granted hereby are more fully set forth in the Revolving Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Revolving Security Agreement, the provisions of the Revolving Security Agreement shall control.

Exhibit F

Page 2

4. COUNTERPARTS. This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

5. TERMINATION OR RELEASE. This Patent Security Agreement shall terminate and the security interests granted hereby shall be automatically released in accordance with the provisions of Section 10 of the Revolving Security Agreement.

6. GOVERNING LAW. THIS PATENT SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7. INTERCREDITOR AGREEMENT. Notwithstanding anything to the contrary contained in this Patent Security Agreement, the liens and security interests (and priority of such liens and security interests) granted to the Revolving Collateral Agent in any Patent Collateral that constitutes Notes Priority Collateral pursuant to this Patent Security Agreement and the exercise of any right or remedy against the Notes Priority Collateral by the Revolving Collateral Agent hereunder are subject to the limitations and provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and the terms of this Patent Security Agreement, the terms of the Intercreditor Agreement shall govern and control.

[Remainder of page intentionally left blank]

Exhibit F

Page 3

IN WITNESS WHEREOF, Grantor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

[GRANTOR]
By:
	Name:
	Title:

[SIGNATURES CONTINUED ON NEXT PAGE]

Exhibit F

Page 4

ACCEPTED AND ACKNOWLEDGED BY:

DEUTSCHE BANK AG NEW YORK
BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

Exhibit F

Page 5

SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT APPLICATIONS, ISSUED PATENTS AND LICENSES

(see attached)

EXHIBIT G

TO PLEDGE AND SECURITY AGREEMENT

SUPPLEMENT TO

REVOLVING SECURITY AGREEMENT

This SUPPLEMENT, dated as of              ,          (this “Supplement”), is to the Pledge and Security Agreement, dated as of [                    ], 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Security Agreement”), among the Grantors (such term, and other terms used in this Supplement, to have the meanings set forth in Section I of the Revolving Security Agreement) from time to time party thereto, in favor of Deutsche Bank AG New York Branch, as the Collateral Agent (together with its successor(s) thereto in such capacity, the “Revolving Collateral Agent”) for each of the Revolving Secured Parties.

W I T N E S S E T H :

WHEREAS, reference is made to the Revolving Credit and Guaranty Agreement, dated as of October 21, 2013 (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Borrower”), CERTAIN OTHER SUBSIDIARIES OF BORROWER party thereto from time to time, as Guarantor Subsidiaries, the Lenders party thereto from time to time, DEUTSCHE BANK SECURITIES INC. (“DBSI”) and ALLY COMMERCIAL FINANCE LLC (“Ally”), as Joint Lead Arrangers, DBSI, Ally and [RBS CITIZENS BUSINESS CAPITAL] (“RBS”), as Joint Book Running Managers, Ally, as Syndication Agent, RBS, as Documentation Agent, and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent;

WHEREAS, pursuant to the provisions of Section 5.2 of the Revolving Security Agreement, each of the undersigned, [                    ], a [                    ], [                    , a [                    ] and [                    ], a [                    ] (each a “New Grantor” and, collectively, the “New Grantors”) are each becoming a Grantor under the Revolving Security Agreement; and

WHEREAS, pursuant to the Revolving Credit Agreement, each New Grantor is required to become a “Grantor” under the Revolving Security Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the New Grantors agrees, for the benefit of each Revolving Secured Party, as follows.

SECTION 1. Party to Revolving Security Agreement, etc. In accordance with the terms of the Revolving Security Agreement, by its signature below each of the New Grantors hereby irrevocably agrees to become a Grantor under the Revolving

Exhibit G

Page 2

Security Agreement with the same force and effect as if it were an original signatory thereto and each of the undersigned hereby (a) creates and grants to the Revolving Collateral Agent, its successors and assigns, for the benefit of the Revolving Secured Parties, a security interest in all of the undersigned’s right, title and interest in and to the Collateral), (b) agrees to be bound by and comply with all of the terms and provisions of the Revolving Security Agreement applicable to it as a Grantor and (c) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct as of the date hereof, unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date. In furtherance of the foregoing, each reference to a “Grantor” and/or “Grantors” in the Revolving Security Agreement shall be deemed to include each of the New Grantors. This Supplement constitutes a Credit Document under, and as defined in, the Revolving Credit Agreement.

SECTION 2. Representations. Each of the New Grantors hereby represents and warrants that this Supplement has been duly authorized, executed and delivered by it and that this Supplement and the Revolving Security Agreement constitute the legal, valid and binding obligation of each of the New Grantors, enforceable against it in accordance with its terms.

SECTION 3. Full Force of Security Agreement. Except as expressly supplemented hereby, the Revolving Security Agreement shall remain in full force and effect in accordance with its terms.

SECTION 4. Covenants. In connection with the grant by the New Grantors, pursuant to Section 1 above, of a security interest in all of its right, title and interest in the Collateral (as defined in the Revolving Security Agreement) in favor of the Revolving Collateral Agent for the benefit of the Revolving Secured Parties, each New Grantor (i) agrees to deliver to the Revolving Collateral Agent, for the benefit of the Revolving Secured Parties, each of the items required to be delivered pursuant to Section 4 of the Revolving Security Agreement, (ii) agrees to cause to be filed financial statements as required by Section 4 of the Revolving Security Agreement and (iii) agrees to file and authorizes the Collateral Agent to file financing statements as required by Section 5 of the Revolving Security Agreement.

SECTION 5. Further Assurances. At any time and from time to time, at the sole expense of the New Grantors, the New Grantors will promptly and duly execute and deliver to the Revolving Collateral Agent any and all further instruments and documents and take such further action as the Revolving Collateral Agent reasonably deems necessary or appropriate to effect the purposes of this Supplement.

SECTION 6. Schedules. (i) Schedules 4.1, 4.2, 4.4, 4.5, 4.6 and 4.7 to the Revolving Security Agreement are hereby supplemented with the information for the New Grantor contained on Schedules 4.1, 4.2, 4.4, 4.5, 4.6 and 4.7 attached hereto as Annex I.

Exhibit G

Page 3

SECTION 7. Notice. All notices, requests, demands and other communications to New Grantor provided for under any Credit Documents shall be addressed to New Grantor at the address specified on the signature page of this Agreement, or at such other address as shall be designated by New Grantor in a written notice to the Revolving Collateral Agent.

SECTION 8. Severability. If any provision of this Supplement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Supplement and the other Credit Documents shall not be affected or impaired thereby and (b) the New Grantors and the Revolving Collateral Agent shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 9. Governing Law, Entire Agreement, etc. THIS SUPPLEMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 10. Counterparts. This Supplement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Supplement by facsimile or via other electronic means shall be effective as delivery of a manually executed counterpart of this Supplement.

SECTION 11. ENTIRE AGREEMENT. THIS SUPPLEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

SECTION 12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Exhibit G

Page 4

[Remainder of page intentionally left blank]

* * * * *

Exhibit G

Page 5

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered as of the date first above written.

[NAME OF NEW GRANTOR]
By:
	Name:
	Title:
[NAME OF NEW GRANTOR]
By:
	Name:
	Title:

Exhibit G

Page 6

ACCEPTED AND AGREED FOR ITSELF
AND ON BEHALF OF THE REVOLVING SECURED PARTIES:
DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:

EX-10.3

Exhibit 10.3

EXECUTION VERSION

FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT

FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of August 19, 2016, by and among REV GROUP, INC. (F/K/A ALLIED SPECIALTY VEHICLES, INC.), a Delaware corporation (the “Borrower”), each of the undersigned subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders party hereto constituting the Requisite Lenders (determined immediately prior to giving effect to the First Amendment) and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower has entered into that certain Revolving Credit and Guaranty Agreement, dated as of October 21, 2013, among the Borrower, the Guarantor Subsidiaries party thereto, the lenders party thereto from time to time (collectively, the “Lenders” and each individually, a “Lender”), DBNY, as Issuing Bank, Swing Line Lender, Administrative Agent and Collateral Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time to, but not including, the date hereof, the “Credit Agreement”);

WHEREAS, as contemplated by Section 10.5 of the Credit Agreement, the parties hereto have agreed, subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 5 hereof, to amend certain terms of the Credit Agreement as provided herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed:

SECTION 1.    RULES OF CONSTRUCTION. The rules of construction specified in Section 1.4 of the Credit Agreement shall apply to this First Amendment, including the terms defined in the preamble and recitals hereto.

SECTION 2.    AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction (or waiver in writing by the Requisite Lenders and the Administrative Agent) of the conditions set forth in Section 5 hereof, and in accordance with Section 10.5 of the Credit Agreement, the Credit Agreement is hereby amended as follows:

(a)    Section 1.1 of the Credit Agreement is hereby amended by (x) adding in the appropriate alphabetical order the following new definitions:

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity

established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of August 19, 2016, by and among the Borrower, the Guarantor Subsidiaries party thereto, the Administrative Agent and the Lenders party thereto.

“First Amendment Effective Date” as defined in the First Amendment.

“Specified Availability” means as of any date of determination, without duplication of amounts calculated thereunder, the sum of the Excess Availability plus Specified Suppressed Availability as at such date.

“Specified Suppressed Availability” means an amount, if positive, by which the Aggregate Borrowing Base as then in effect exceeds the aggregate amount of the Total Commitment as then in effect; provided that if Specified Suppressed Availability exceeds an amount equal to 2.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect (such amount, the “Specified Suppressed Availability Cap”), then Specified Suppressed Availability shall be deemed to be the Specified Suppressed Availability Cap.

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

and (y) amending and restating the following definitions in their entirety as follows:

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, and subject to availability, a variable rate of interest equal to: (x) (a) the rate of interest determined by the Administrative Agent at which deposits in Dollars are offered for the relevant Interest Period based on information presented on Reuters Screen LIBOR01 or LIBOR02 (or such other comparable or successor page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) as of 11:00 a.m. (London time) on the day which is two Business Days prior to the first day of such Interest Period, provided that, if at least two such offered rates appear on the Reuters Screen LIBOR01 or LIBOR02 (or such other comparable or successor page as may, in the opinion of the Administrative Agent, replace such page for the purpose of displaying such rates) in respect of such Interest Period, the arithmetic mean of all such rates (as determined by the Administrative Agent) will be the rate used, or (b) if the rate under preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate

2

determined by the Administrative Agent to be the offered rate on such other page or other service which displays an average ICE Benchmark Administration Limited Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 A.M. (London time) on such Interest Rate Determination Date, divided by (y) a percentage equal to 100% minus the then stated maximum amount of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any members of the Federal Reserve System in respect of a Eurodollar Rate Loan or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D). Notwithstanding anything to the contrary in the foregoing, if the Adjusted Eurodollar Rate is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Compliance Period” means any period (x) commencing on the date on which Specified Availability is less than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000 and (y) ending on the first date thereafter on which Specified Availability has been equal to or greater than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000 in either case for thirty consecutive days.

“Dominion Period” means any period (x) commencing on the date on which Specified Availability is less than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000, in either case for five consecutive Business Days and (y) ending on the first date thereafter on which Specified Availability has been greater than the greater of (i) 12.5% of the lesser of (A) the Total Commitment as then in effect and (B) the Aggregate Borrowing Base as then in effect and (ii) $10,000,000 in either case for thirty consecutive days.

“Maximum Incremental Commitment Amount” means (x) $100,000,000, minus the aggregate principal amount of Incremental Commitments incurred in reliance on this clause (x) provided to the Borrower pursuant to Section 2.23 after the First Amendment Effective Date plus (y) an amount, if positive, by which the Aggregate Borrowing Base as then in effect exceeds the aggregate amount of the Total Commitment as then in effect (immediately prior to giving effect to any Incremental Commitments incurred in reliance on this clause (y)); provided that such amounts shall not be reduced by any Incremental Commitments provided to the Borrower prior to the First Amendment Effective Date; provided, further, that no Incremental Commitments shall be incurred under clause (y) prior to the incurrence of all Incremental Commitments permitted to be incurred under clause (x) (it being understood that Incremental Commitments may be incurred under clauses (x) and (y), in a single transaction by first incurring such Incremental Commitments pursuant to clause (x) and then calculating the incurrence of any additional Incremental Commitments under clause (y).

“Payment Conditions” means that at the time of each action or proposed action and after giving effect thereto each of the following conditions are satisfied: (a) no Default or Event of Default shall have occurred and be continuing; (b) Specified Availability (on the date of such action or proposed action after giving effect to any Loans incurred (or to be incurred) or Letters of Credit issued (or to be issued) on such date in connection with such action or proposed action) and Historical Excess Availability (calculated on a pro forma basis in accordance with the definition thereof) each shall exceed the greater of (A) 15.0% of the lesser of (i) the Total Commitment as in effect on such date and (ii) the Aggregate Borrowing Base as then in effect and (B) $12,500,000, (c) the Fixed Charge Coverage Ratio for the four-Fiscal Quarter period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a pro forma basis in accordance with Section 1.3 as if such action or proposed action had occurred on the first day of such period shall be at least 1.00:1.00; provided that if Specified Availability and Historical Excess Availability (in each case, on the date of such action or proposed action after giving effect to any Loans incurred (or to be incurred) or Letters of Credit issued (or to be issued) on such date in

3

connection with such action or proposed action) each shall exceed the greater of (A) 20% of the lesser of (i) the Total Commitment as in effect on such date and (ii) the Aggregate Borrowing Base as in effect on such date and (B) $20,000,000, then compliance with this clause (c) shall not be required, and (d) the Borrower shall have delivered to the Administrative Agent a certificate of its chief financial officer certifying as to compliance with preceding clauses (a) through (c) (if applicable) and demonstrating (in reasonable detail) the calculations required by preceding clauses (b) and (c) (if applicable). It being understood and agreed that for purposes of using the Payment Condition as a condition for any Investment (including a Permitted Acquisition), any Restricted Junior Payment or any payment of Indebtedness pursuant to Section 6.14 permitted pursuant to this Agreement, the calculations of Specified Availability for purposes of this definition shall include Qualified Cash on the date of such proposed transaction (as opposed to the Qualified Cash as reflected in the then current Borrowing Base Certificate) and the Payment Conditions shall be calculated using such Qualified Cash as of the date of, and after giving effect to, any such proposed transaction.

“Total Commitment” means, at any time, the aggregate Commitments of the Lenders at such time. The Total Commitment as of the First Amendment Effective Date is $200,000,000.

(b)    Section 5.6 of the Credit Agreement is hereby amended by replacing all references to “Excess Availability” with “Specified Availability”;

(c)    The Credit Agreement is hereby further amended by adding the following new Section 10.24 at the end thereof:

“10.24 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to the write- down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the write- down and conversion powers of any EEA Resolution Authority.”;

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(d)    The Credit Agreement is hereby further amended by deleting Section 5.10 thereof in its entirety and inserting the following new Section 5.10 in lieu thereof:

“5.10 Subsidiaries. In the event that any Person after the Closing Date either (x) becomes a wholly-owned Domestic Subsidiary of the Borrower (other than an Excluded Subsidiary) or (y) is required to become a Guarantor Subsidiary pursuant to clause (ii) of the definition thereof, the Borrower will, at its expense, (a) promptly cause such Domestic Subsidiary to become a Guarantor Subsidiary hereunder and a Grantor under the Pledge and Security Agreement and Intercreditor Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement, (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(g), 3.1(j), 5.14(a)(iii) and 5.17; provided that any action set forth in Sections 3.1(g)(i) (except with respect to delivery of UCC financing statements and originals of securities), 3.1(g)(ii), 3.1(g)(v), 5.14(a)(iii) and 5.17 shall be permitted to be taken within 30 days (subject to extensions in the reasonable discretion of the Administrative Agent) following the date of such event and (c) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Credit Parties to the Administrative Agent as to such matters set forth in this Section 5.10 as the Administrative Agent may reasonably request. In the event that any Person becomes a Foreign Subsidiary of the Borrower, and the ownership interests of such Foreign Subsidiary are owned by a Credit Party, such Credit Party will take all of the actions referred to in Section 3.1(g) necessary to grant and to perfect a Second Priority Lien in favor of the Collateral Agent, for the benefit of the Revolving Secured Parties, under the Pledge and Security Agreement; provided that any action set forth in Sections 3.1(g)(i) (except with respect to delivery of UCC financing statements and originals of securities), 3.1(g)(ii) and 3.1(g)(v) shall be permitted to be taken within 30 days (subject to extensions in the reasonable discretion of the Administrative Agent) following the date of such event; provided, further, that in no event shall the ownership interests of any Excluded Asset (as defined in the Pledge and Security Agreement) be pledged. With respect to each such Subsidiary, the Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of the Borrower, and (ii) all of the data required to be set forth in Schedule 4.2 with respect to all Subsidiaries of the Borrower; provided, such written notice shall be deemed to supplement Schedule 4.2 for all purposes hereof. Notwithstanding anything to the contrary contained above in this Section 5.10 (but subject to Section 5.14), actions required by the applicable Credit Party to perfect the Collateral Agent’s security interest on behalf of the Revolving Secured Parties in any personal property Collateral shall not be required to be taken by any Credit Party to the extent that (I) the Borrower has made a reasonable request therefor to the Administrative Agent, (II) the perfection of such security interest cannot be accomplished by filing a UCC financing statement, a filing in the U.S. Patent and Trademark Office or the U.S. Copyright Office and/or delivery of such Collateral to the Collateral Agent, (III) the Administrative Agent has reasonably determined that the incremental costs of perfecting the security interest with respect thereto materially exceeds the practical benefits of the perfected security interest afforded thereby and (IV) no such steps are being taken to perfect such security interests in respect of the Secured Notes or the Additional Secured Notes.”; and

(e) The Requisite Lenders hereby waive the Borrower’s requirement under Section 5.10 of the Credit Agreement to provide a Nevada local law opinion to the Administrative Agent pursuant to the terms thereof in connection with REV Parts, LLC, a Nevada limited liability company, becoming a Guarantor Subsidiary.

SECTION 3.    REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after the First Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this First Amendment and (ii) on and after the effectiveness of this First Amendment, this First Amendment shall for all purposes constitute a “Credit Document” under and as defined in the Credit Agreement and the other Credit Documents.

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SECTION 4.    REPRESENTATIONS & WARRANTIES. In order to induce the Lenders and the Administrative Agent to enter into this First Amendment, each Credit Party hereby represents and warrants to the Lenders and the Administrative Agent on and as of the First Amendment Effective Date that:

(a)    The execution, delivery and performance by such Credit Party of this First Amendment will not (i) violate any provision of any law or any governmental rule or regulation applicable to the Borrower or any of its Restricted Subsidiaries, any of the Organizational Documents of the Borrower or any of its Restricted Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on the Borrower or any of its Restricted Subsidiaries, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of the Borrower or any of its Restricted Subsidiaries (other than any Liens created (x) under any of the Credit Documents in favor of the Collateral Agent, on behalf of Revolving Secured Parties, (y) under the Secured Notes and the Secured Notes Documents in favor of the Secured Notes Collateral Agent, on behalf of the Secured Notes Secured Parties, and (z) under the Additional Secured Notes and the Additional Secured Notes Documents in favor of the Additional Secured Notes Collateral Agent, on behalf of the Additional Secured Notes Secured Parties, and (in the case of preceding clauses (y) and (z)) subject to the terms of the Intercreditor Agreement), or (iv) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of the Borrower or any of its Restricted Subsidiaries, except for such approvals or consents obtained on or before the First Amendment Effective Date.

(b)    Each Credit Party party hereto has the requisite power and authority to execute, deliver and perform the terms and provisions of this First Amendment and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance by it of this First Amendment. Each Credit Party has duly executed and delivered this First Amendment, and this First Amendment, the Credit Agreement as amended hereby and each other Credit Document to which such Credit Party is a party constitutes its legally valid and binding obligation, enforceable in accordance with its respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

SECTION 5. CONDITIONS PRECEDENT. This First Amendment shall become effective as of the first date (the “First Amendment Effective Date”) when each of the conditions set forth in this Section 5 shall have been satisfied:

(i)    The Administrative Agent shall have received a duly authorized, executed and delivered counterpart of the signature page to this First Amendment from each Credit Party named on the signature pages hereto, the Administrative Agent and the Requisite Lenders.

(ii)    All fees and expenses (including all invoiced reasonable out-of-pocket costs, fees and expenses of counsel to the Administrative Agent) shall have been paid to the extent earned, due and owing and otherwise payable or reimbursable pursuant to the terms of the Credit Documents and otherwise invoiced or agreed prior to the First Amendment Effective Date.

(iii) Both immediately before and after giving effect to this First Amendment, (a) no Default or Event of Default shall have occurred or be continuing or result therefrom and (b) all representations and warranties contained in this First Amendment, the Credit Agreement and each of the other Credit Documents shall be true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, it being understood and agreed that (x) any representation or warranty which by its terms is made as of a

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specified date shall be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of any such date.

(iv)    The Administrative Agent shall have received a customary certificate from each Credit Party, dated the First Amendment Effective Date, signed by an Authorized Officer of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, with appropriate insertions, together with (a) certified copies of the certificate or articles of incorporation and by-laws (or other equivalent Organizational Documents), as applicable, of such Credit Party, (b) customary resolutions of such Credit Party referred to in such certificate, (c) incumbency or specimen signatures which identify by name and title the Authorized Officer or authorized signatory of such Credit Party authorized to sign this First Amendment, and (d) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the First Amendment Effective Date and certifying as to the good standing of such Credit Party (but only if the concept of good standing exists in the applicable jurisdiction); provided that in the case of preceding clause (a), such documents shall not be required to be delivered with respect to any Person that was a Credit Party immediately prior to the First Amendment Effective Date if such certificate includes a certification by such officer that the applicable Organizational Documents delivered to the Administrative Agent in connection with the establishment of the Incremental Commitments on the April 22, 2016 (the “Incremental Commitment Agreement Effective Date”), remain in full force and effect and have not been amended, modified, revoked or rescinded since the Incremental Commitment Agreement Effective Date.

(v) On the First Amendment Effective Date, the Administrative Agent shall have received a customary opinion of Ropes & Gray LLP, special counsel to the Credit Parties, (i) in form and substance consistent with the legal opinion delivered on the Closing Date with such changes as shall be reasonably satisfactory to the Administrative Agent, (ii) addressed to the Administrative Agent and the Lenders and (iii) dated the First Amendment Effective Date.

SECTION 6.    MISCELLANEOUS PROVISIONS.

(a)    Ratification. This First Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Credit Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith.

(b)    Governing Law; Submission to Jurisdiction, Etc.. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 10.15 and 10.16 of the Credit Agreement are incorporated by reference herein as if such Sections appeared herein, mutatis mutandis.

(c)    Severability. Section 10.11 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.

(d)    Counterparts; Headings. This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier, .pdf or other electronic imaging means of an executed counterpart of a signature page to this First Amendment shall be effective as delivery of an original

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executed counterpart of this First Amendment. The Administrative Agent may also require that signatures delivered by telecopier, .pdf or other electronic imaging means be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of this First Amendment or signature delivered by telecopier, .pdf or other electronic imaging means. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this First Amendment.

[Remainder of page intentionally blank; signatures begin next page]

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IN WITNESS WHEREOF, the Credit Parties hereto have caused their duly Authorized Officers to execute and deliver this First Amendment as of the date first above written.

REV GROUP, INC. (E/K/A ALLIED SPECIALTY
By:	/s/ Dean J. Nolden
Name:	Dean J. Nolden
Title:	Treasurer & Chief Financial Officer

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

AIP/FW FUNDING, INC.
CAPACITY OF TEXAS, INC.
CHAMPION BUS, INC.
COLLINS BUS CORPORATION
COLLINS I HOLDING CORP.
COLLINS INDUSTRIES, INC.
COMPRESSED AIR SYSTEMS, INC.*
ELDORADO NATIONAL (CALIFORNIA), INC.
ELDORADO NATIONAL (KANSAS), INC.
E-ONE,INC.
GENERAL COACH AMERICA, INC.
GOLDSHIELD FIBERGLASS, INC.
GOSHEN COACH INC.
HALCORE GROUP, INC.
HORTON ENTERPRISES, INC.
KME GLOBAL, LLC
KME HOLDINGS, LLC
KME RE HOLDINGS, LLC
KOVATCH MOBILE EQUIPMENT CORP.
MOBILE PRODUCTS, INC.
REV AMBULANCE GROUP ORLANDO, INC. (F/K/A
WHEELED COACH INDUSTRIES, INC.)
REV FINANCIAL SERVICES LLC
REV RECREATION GROUP, INC. (F/K/A
FLEETWOOD RV, INC.)
REV RTC, INC., each as a Guarantor Subsidiary
By:	/s/ Dean J. Nolden
Name:	Dean J. Nolden
Title:	Treasurer & Chief Financial Officer

* Compressed Air Systems, Inc., a Pennsylvania corporation with entity number 2886396.

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Lender
By:	/s/ Authorized Signatory
Name:	Authorized Signatory
Title:	Authorized Signatory
By:	/s/ Authorized Signatory
Name:	Authorized Signatory
Title:	Authorized Signatory

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

ALLY BANK, as Lender
By:	/s/ Joseph Skaferowsky
Name:	Joseph Skaferowsky
Title:	Authorized Signatory

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

54518984 4

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG REV GROUP, INC., CERTAIN OF ITS SUBSIDIARIES PARTY THERETO FROM TIME TO TIME AS GUARANTOR SUBSIDIARIES, THE LENDERS PARTY THERETO FROM TIME TO TIME, AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION:
BMO Harris Bank N.A.
/s/ Kara Goodwin
Name:	Kara Goodwin
Title:	Managing Director

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

54518984 4

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG REV GROUP, INC., CERTAIN OF ITS SUBSIDIARIES PARTY THERETO FROM TIME TO TIME AS GUARANTOR SUBSIDIARIES, THE LENDERS PARTY THERETO FROM TIME TO TIME, AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION: SunTrust Bank
By:	/s/ Earl Garris
Name:	Earl Garris
Title:	Director

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

54518984 4

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG REV GROUP, INC., CERTAIN OF ITS SUBSIDIARIES PARTY THERETO FROM TIME TO TIME AS GUARANTOR SUBSIDIARIES, THE LENDERS PARTY THERETO FROM TIME TO TIME, AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION: Webster Business Credit Corporation
/s/ James Cullen
By:	James Cullen
Title:	VP

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

54518984 4

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG REV GROUP, INC., CERTAIN OF ITS SUBSIDIARIES PARTY THERETO FROM TIME TO TIME AS GUARANTOR SUBSIDIARIES, THE LENDERS PARTY THERETO FROM TIME TO TIME, AND DEUTSCHE BANK AG NEW YORK BRANCH, AS ADMINISTRATIVE AGENT
NAME OF INSTITUTION: CITIZENS
By:	/s/ Authorized Signatory
Name:	Authorized Signatory
Title:	Authorized Signatory

[Rev Group - Signature Page to First Amendment to Credit Agreement (2016)]

54518984 4

EX-10.4

Exhibit 10.4

ALLIED SPECIALTY VEHICLES, INC.

2010 LONG-TERM INCENTIVE PLAN

The Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of Allied Specialty Vehicles, Inc. (fka “AIP/El Holdings, Inc.”), a Delaware corporation (the “Company”), effective as of April 19, 2010 (the “Effective Date”).

ARTICLE 1

PURPOSE

The purpose of the Plan is to attract and retain the services of key employees, key contractors, key consultants and Outside Directors of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of incentive stock options, non-qualified stock options, and other awards, whether granted singly, or in combination, or in tandem, that will:

(a) increase the interest of such persons in the Company’s welfare;

(b) furnish an incentive to such persons to continue their services for the Company; and

(c) provide a means through which the Company may attract able persons as Employees, Contractors, Consultants and Outside Directors.

ARTICLE 2

DEFINITIONS

For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:

2.1. “1934 Act” means the Securities Exchange Act of 1934.

2.2. “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the 1934 Act.

2.3. “Award” means the grant of any Incentive Stock Option, Nonqualified Stock Option, or Other Award, whether granted singly or m combination or in tandem (each individually referred to herein as an “Incentive”).

2.4. “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.

2.5. “Award Period” means the period set forth in the Award Agreement during which one or more Incentives granted under an Award may be exercised.

2.6. “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the 1934 Act.

2.7. “Board” means the board of directors of the Company.

2.8. “Change in Control” means any of the following, except as otherwise provided herein:

(a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 51% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date of this Plan, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date of this Plan or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty-one percent (51%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 51% or more of the combined voting power of the Company’s then outstanding securities; or

(d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty-one percent (51%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing provisions of this Section 2.8, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Change in Control” for purposes of such Award shall be the definition provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

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2.9. “Code” means the Internal Revenue Code of 1986, as amended.

2.10. “Committee” means the Compensation Committee of the Board, unless the Board appoints or designates a different committee to administer the Plan in accordance with Article 3 of this Plan, or if no such committee is designated, means the Board.

2.11. “Common Stock” means the common stock, par value $0.001 per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan or the Amended and Restated Certificate of Incorporation of the Company.

2.12. “Company” means Allied Specialty Vehicles, Inc. (fka “AIP/El Holdings, Inc.”), a Delaware corporation, and any successor entity.

2.13. “Consultant” means any Person, other than an Employee or a Contractor, performing advisory or consulting services for the Company or a Subsidiary, with or without compensation, provided that bona fide services must be rendered by such Person and such services shall not be rendered in connection with the offer or sale of securities in a capital raising transaction.

2.14. “Contractor” means any Person, who is not an Employee or Consultant, performing services for the Company or a Subsidiary, with compensation, pursuant to a written independent contractor agreement between such Person and the Company or a Subsidiary, provided that bona fide services must be rendered by such Person and such services shall not be rendered in connection with the offer or sale of securities in a capital raising transaction.

2.15. “Date of Grant” means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement.

2.16. “Employee” means a common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 340l(c) of the Code) of the Company or any Subsidiary of the Company.

2.17. “Fair Market Value” means, as of a particular date, (a) if the shares of Common Stock are listed on any established national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (b) if the shares of Common Stock are not so listed but are quoted on the Nasdaq National Market System, the closing sales price per share of Common Stock on the Nasdaq National Market System on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (c) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported

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by Nasdaq, or, if not reported by Nasdaq, by the National Quotation Bureau, Inc., or (d) if none of the above is applicable, such amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock.

2.18. “Incentive” is defined in Section 2.3 hereof

2.19. “Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan.

2.20. “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third Parties.

2.21. “Nonqualified Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.

2.22. “Option Price” means the price that must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock.

2.23. “Other Award” means an Award issued pursuant to Section 6.4 hereof

2.24. “Outside Director” means a director of the Company who is not an Employee or a Consultant.

2.25. “Participant” means an Employee, Contractor, Consultant or Outside Director of the Company or a Subsidiary to whom an Award is granted under this Plan.

2.26. “Person” shall have the meaning given in Section 3(a)(9) of the 1934 Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

2.27. “Plan” means this Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan, as amended from time to time.

2.28. “Stock Option” means a Nonqualified Stock Option, a Reload Stock Option or an Incentive Stock Option.

2.29. “Subsidiary” means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the

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Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above. “Subsidiaries” means more than one of any such corporations, limited partnerships, partnerships or limited liability companies.

2.30. “Termination of Service” occurs when a Participant who is (i) an Employee of the Company or any Subsidiary ceases to serve as an Employee of the Company and its Subsidiaries, for any reason; (ii) an Outside Director of the Company or a Subsidiary ceases to serve as a director of the Company and its Subsidiaries for any reason; (iii) a Contractor of the Company or a Subsidiary ceases to serve as a Contractor of the Company and its Subsidiaries for any reason; or (iv) a Consultant of the Company or a Subsidiary ceases to serve as a Consultant of the Company and its Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes a Consultant, Contractor, or Outside Director or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within the time required under Section 422 of the Code upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a Nonqualified Stock Option. Notwithstanding the foregoing provisions of this Section 2.30, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Termination of Service” for purposes of such Award shall be the definition of “separation from service” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

2.31. “Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder is prevented from performing his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee; provided that, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the Code. Notwithstanding the foregoing provisions of this Section 2.31, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Total and Permanent Disability” for purposes of such Award shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

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ARTICLE 3

ADMINISTRATION

3.1. General Administration; Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be administered by the Committee which shall consist of at least two (2) members. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At any time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.

The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.

3.2. Designation of Participants and Awards.

(a) The Committee or the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement, where applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The Committee shall determine whether an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem (that is, a joint grant where exercise of one Incentive results in cancellation of all or a portion of the other Incentive). Although the members of the Committee shall be eligible to receive Awards, all decisions with respect to any Award, and the terms and conditions thereof, to be granted under the Plan to any member of the Committee shall be made solely and exclusively by the other members of the Committee, or if such member is the only member of the Committee, by the Board.

(b) Notwithstanding Section 3.2(a), the Board may, in its discretion and by a resolution adopted by the Board, authorize one or more officers of the Company (an “Authorized Officer”) to (i) designate one or more Employees as eligible persons to whom Awards will be granted under the Plan and (ii) determine the number of shares of Common Stock that will be subject to such Awards; provided, however, that the resolution of the Board granting such authority shall (x) specify the total number of shares of Common Stock that may be made subject to the Awards, (y) set forth the price or prices (or a formula by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards, and (z) not authorize an officer to designate himself as a recipient of any Award.

3.3. Authority of the Committee. The Committee, in its discretion, shall (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Plan, (iii) establish performance goals for an Award and certify the extent of their achievement, and (iv) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. The Committee’s discretion set forth herein

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shall not be limited by any provision of the Plan, including any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary.

The Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan. Any actions taken by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee.

With respect to restrictions in the Plan that are based on the requirements of Rule l 6b-3 promulgated under the 1934 Act, Section 422 of the Code, Section 162(m) of the Code, Section 409A of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other applicable law, rule or restriction (collectively, “applicable law”), to the extent that any such restrictions are no longer required by applicable law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards.

ARTICLE 4

ELIGIBILITY

Any Employee (including an Employee who is also a director or an officer of the Company), Contractor, Consultant or Outside Director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan; provided that only Employees of the Company or its Subsidiaries shall be eligible to receive Incentive Stock Options. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee, Contractor, Consultant or Outside Director of the Company or any Subsidiary. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, Awards granted at different times need not contain similar provisions. The Committee’s determinations under the Plan (including without limitation determinations of which Employees, Contractors, Consultants or Outside Directors, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the Plan.

ARTICLE 5

SHARES SUBJECT TO PLAN

5.1. Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is Thirty-Six Thousand (36,000) shares, one hundred percent (100%) of which may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.

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5.2. Reuse of Shares. To the extent that any Award under this Plan shall be forfeited, shall expire or be canceled, in whole or in part, then the number of shares of Common Stock covered by the Award or stock option so forfeited, expired or canceled may again be awarded pursuant to the provisions of this Plan. In the event that previously acquired shares of Common Stock are delivered to the Company in full or partial payment of the exercise price for the exercise of a Stock Option granted under this Plan, the number of shares of Common Stock available for future Awards under this Plan shall be reduced only by the net number of shares of Common Stock issued upon the exercise of the Stock Option. Awards that may be satisfied either by the issuance of shares of Common Stock or by cash or other consideration shall be counted against the maximum number of shares of Common Stock that may be issued under this Plan only during the period that the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance of shares of Common Stock. Awards will not reduce the number of shares of Common Stock that may be issued pursuant to this Plan if the settlement of the Award will not require the issuance of shares of Common Stock, as, for example, a stock appreciation right that can be satisfied only by the payment of cash. Notwithstanding any provisions of the Plan to the contrary, only shares forfeited back to the Company, shares canceled on account of termination, expiration or lapse of an Award, shares surrendered in payment of the exercise price of an option or shares withheld for payment of applicable employment taxes and/or withholding obligations resulting from the exercise of an option shall again be available for grant of Stock Options under the Plan, but shall not increase the maximum number of shares described in Section 5.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Stock Options.

ARTICLE 6

GRANT OF AWARDS

6.1. In General. The grant of an Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Incentive or Incentives being granted, the total number of shares of Common Stock subject to the Incentive(s), the Option Price (if applicable), the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but not inconsistent with the Plan. The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. Any Award granted pursuant to this Plan must be granted within ten (10) years of the date of adoption of this Plan. The Plan shall be submitted to the Company’s stockholders for approval; however, the Committee may grant Awards under the Plan prior to the time of stockholder approval. Any such Award granted prior to such stockholder approval shall be made subject to such stockholder approval. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt of any other Award under the Plan.

6.2. Option Price. The Option Price for any share of Common Stock which may be purchased under a Nonqualified Stock Option for any share of Common Stock may be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common Stock which may be purchased under an Incentive Stock Option must be

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at least equal to the Fair Market Value of the share on the Date of Grant; if an Incentive Stock Option is granted to an Employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary), the Option Price shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the Date of Grant.

6.3. Maximum ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of the Company and its Subsidiaries) are exercisable for the first time by such Employee during any calendar year to exceed One Hundred Thousand Dollars ($100,000). To the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option exceeds this limit or otherwise fails to qualify as an Incentive Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock Option. In such case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a separate stock certificate and identifying such stock as Incentive Stock Option stock on the Company’s stock transfer records.

6.4. Other Awards. The Committee may grant to any Participant other forms of Awards, based upon, payable in, or otherwise related to, in whole or in part, shares of Common Stock, if the Committee determines that such other form of Award is consistent with the purpose and restrictions of this Plan. The terms and conditions of such other form of Award shall be specified by the grant. Such Other Awards may be granted for no cash consideration, for such minimum consideration as may be required by applicable law, or for such other consideration as may be specified by the grant.

6.5. Tandem Awards. The Committee may grant two or more Incentives in one Award in the form of a “tandem Award,” so that the right of the Participant to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is exercised. For example, if a Stock Option and a stock appreciation right are issued in a tandem Award, and the Participant exercises the stock appreciation right with respect to one hundred (100) shares of Common Stock, the right of the Participant to exercise the related Stock Option shall be canceled to the extent of one hundred (100) shares of Common Stock.

ARTICLE 7

AWARD PERIOD; VESTING

7.1. Award Period Subject to the other provisions of this Plan, the Committee may, in its discretion, provide that an Incentive may not be exercised in whole or in part for any period or periods of time or beyond any date specified in the Award Agreement. Except as provided in the Award Agreement, an Incentive may be exercised in whole or in part at any time during its term. The Award Period for an Incentive shall be reduced or terminated upon Termination of Service. No Incentive granted under the Plan may be exercised at any time after the end of its Award Period. No portion of any Incentive may be exercised after the expiration of ten (10) years from its Date of Grant. However, if an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined

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voting power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option is granted to such Employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five (5) years from the Date of Grant.

7.2. Vesting. The Committee, in its sole discretion, may determine that an Incentive will be immediately vested in whole or in part, or that all or any portion may not be vested until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified events, subject in any case to the terms of the Plan. If the Committee imposes conditions upon vesting, then, subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Incentive may be vested.

ARTICLE 8

EXERCISE OR CONVERSION OF INCENTIVE

8.1. In General. A vested Incentive may be exercised or converted, during its Award Period, subject to limitations and restrictions set forth in the Award Agreement.

8.2. Securities Law and Exchange Restrictions. In no event may an Incentive be exercised or shares of Common Stock be issued pursuant to an Award if a necessary listing or quotation of the shares of Common Stock on a stock exchange or interdealer quotation system or any registration under state or federal securities laws required under the circumstances has not been accomplished.

8.3. Exercise of Stock Option.

(a) In General. If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock Option shall be restricted stock which is subject to the applicable provisions of the Plan and the Award Agreement. If the Committee imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Stock Option may be exercised. The granting of a Stock Option shall impose no obligation upon the Participant to exercise that Stock Option.

(b) Notice and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date’’) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as provided in the Award Agreement, which may provide for payment in any one or more of the following ways: (a) cash or check, bank draft, or money order payable to the order of the Company, (b) Common Stock (including restricted stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (c) by delivery (including by telephonic facsimile transmission) to the Company or its designated

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agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of restricted stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option with an Option Price equal to the value of restricted stock used as consideration therefor shall be subject to the same restrictions and provisions as the restricted stock so tendered.

(c) [RESERVED]

(d) Issuance of Certificate. Except as otherwise provided in the applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause certificates for the Common Stock then being purchased to be delivered as directed by the Participant (or the person exercising the Participant’s Stock Option in the event of his or her death) at its principal business office promptly after the Exercise Date; provided that if the Participant has exercised an Incentive Stock Option, the Company may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration of the holding periods described in Section 422(a)(l) of the Code. The obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter- dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee.

(e) Failure to Pay. Except as may otherwise be provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Common Stock may be extinguished by the Company.

8.4. Disqualifying Disposition of Incentive Stock Option. If shares of Common Stock acquired upon exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the transfer of shares of Common Stock to the Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Participant shall notify the Company in writing of the date and terms of such disposition. A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of Section 422 of the Code.

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ARTICLE 9

AMENDMENT OR DISCONTINUANCE

Subject to the limitations set forth in this Article 9, the Board may at any time and from time to time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which stockholder approval is required either (i) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded or (ii) in order for the Plan and Incentives awarded under the Plan to continue to comply with Sections 162(m), 409A, 421, and 422 of the Code, including any successors to such Sections, shall be effective unless such amendment shall be approved by the requisite vote of the stockholders of the Company entitled to vote thereon. Any such amendment shall, to the extent deemed necessary or advisable by the Committee, be applicable to any outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Incentive outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this Article 9 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant.

ARTICLE 10

TERM

The Plan shall be effective from the date that this Plan is approved by the Board. Unless sooner terminated by action of the Board, the Plan will terminate on April 18, 2020, but Incentives granted before that date will continue to be effective in accordance with their terms and conditions.

ARTICLE 11

CAPITAL ADJUSTMENTS

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent the dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the (i) the number of shares and type of Common Stock (or the securities or property) which thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, and (iii) the Option Price of each outstanding Award. In lieu of the foregoing, if deemed appropriate, the Committee may make provision for a cash payment to the

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holder of an outstanding Award. Notwithstanding the foregoing, no such adjustment or cash payment shall be made or authorized to the extent that such adjustment or cash payment would cause the Plan or any Stock Option to violate Section 422 of the Code. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject.

Upon the occurrence of any such adjustment or cash payment, the Company shall provide notice to each affected Participant of its computation of such adjustment or cash payment which shall be conclusive and shall be binding upon each such Participant.

ARTICLE 12

RECAPITALIZATION, MERGER AND CONSOLIDATION

12.1. No Effect on Company’s Authority. The existence of this Plan and Incentives granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any Change in Control, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12.2. Conversion of Incentives Where Company Survives. Subject to any required action by the stockholders and except as otherwise provided by Section 12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Incentive would have been entitled.

12.3. Exchange or Cancellation of Incentives Where Company Does Not Survive. Except as otherwise provided by Section 12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event of any merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of outstanding Incentives, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Incentives to be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms.

12.4. Cancellation of Incentives. Notwithstanding the provisions of Sections 12.2 and 12.3 hereof, and except as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, all Incentives granted hereunder may be canceled by the Company, in its sole discretion, as of the effective date of any Change in

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Control, merger, consolidation or share exchange, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or of any proposed sale of all or substantially all of the assets of the Company, or of any dissolution or liquidation of the Company, by either:

(a) giving notice to each Participant or his/her personal representative of the Company’s intention to cancel those Incentives for which the issuance of shares of Common Stock involved payment by the Participant for such shares and, permitting the purchase, during the five (5) day period preceding the effective date of such cancellation, of any or all of the shares of Common Stock subject to such outstanding Incentives, including in the Board’s discretion some or all of the shares as to which such Incentives would not otherwise be vested and exercisable; or

(b) in the case of Incentives that are either (i) settled only in shares of Common Stock, or (ii) at the election of the Participant, settled in shares of Common Stock, paying such Participant an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such transaction, and the price per share of such Incentive to be paid by the Participant (hereinafter the “Spread’), multiplied by the number of shares subject to the Incentive. In estimating the Spread, appropriate adjustments to give effect to the existence of the Incentives shall be made, such as deeming the Incentives to have been exercised, with the Company receiving the exercise price payable thereunder, and treating the shares receivable upon exercise of the Incentives as being outstanding in determining the net amount per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and liquidation by the Company after giving effect to expenses and charges, including but not limited to taxes, payable by the Company before such liquidation could be completed.

(c) An Award that by its terms would be fully vested or exercisable upon a Change in Control will be considered vested or exercisable for purposes of Section 12.4(a) hereof

ARTICLE 13

LIQUIDATION OR DISSOLUTION

Subject to Section 12.4 hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of Common Stock of the Company which such Participant would have been entitled to receive under the Incentive, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any Incentive, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) and an adjustment is determined by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, make such adjustment in accordance with the provisions of Article 11 hereof.

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ARTICLE 14

INCENTIVES IN SUBSTITUTION FOR

INCENTIVES GRANTED BY OTHER ENTITIES

Incentives may be granted under the Plan from time to time in substitution for similar instruments held by employees, consultants, contractors or directors of a corporation, partnership, or limited liability company who become or are about to become Employees, Contractors, Consultants or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The terms and conditions of the substitute Incentives so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Incentives in substitution for which they are granted.

ARTICLE 15

MISCELLANEOUS PROVISIONS

15.1. Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.

15.2. No Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company or any Subsidiary.

15.3. Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation.

15.4. Effect of the Plan. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein.

15.5. Compliance With Other Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by the

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Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the 1934 Act and Section 162(m) of the Code); and, as a condition of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The Plan, the grant and exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

15.6. Tax Requirements. The Company or, if applicable, any Subsidiary (for purposes of this Section 15.6, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with an Award granted under this Plan. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to the Award. Such payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, the actual delivery by the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six (6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals the required tax withholding payment; (iii) if the Company, in its sole discretion, so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Award, which shares so withheld have an aggregate fair market value that equals (but does not exceed) the required tax withholding payment; or (iv) any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. The Committee may in the Award Agreement impose any additional tax requirements or provisions that the Committee deems necessary or desirable.

15.7. Assignability. Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary will not constitute a transfer of the Stock Option. The Committee may waive or modify any limitation contained in the preceding sentences of this Section 15.7 that is not required for compliance with Section 422 of the Code.

Except as otherwise provided herein, Nonqualified Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution. The Committee may, in its discretion, authorize all or a portion of a Nonqualified Stock Option to be granted to a Participant on terms which permit transfer by

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such Participant to (i) the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by Immediate Family Members, (iv) an entity exempt from federal income tax pursuant to Section 50l(c)(3) of the Code or any successor provision, or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option is granted must be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred Nonqualified Stock Options shall be prohibited except those by will or the laws of descent and distribution. Following any transfer, any such Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Articles 8, 9, 11, 13 and 15 hereof the term “Participant” shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with respect to the original Participant, following which the Nonqualified Stock Options shall be exercisable or convertible by the transferee only to the extent and for the periods specified in the Award Agreement. The Committee and the Company shall have no obligation to inform any transferee of a Nonqualified Stock Option of any expiration, termination, lapse or acceleration of such Stock Option. The Company shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued under a Nonqualified Stock Option that has been transferred by a Participant under this Section 15.7.

15.8. Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general funds of the Company.

15.9. Legend. In the event the Company physically transfers certificates representing shares of restricted stock to a Participant, each certificate representing such shares of restricted stock shall bear the following legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand by the Company and so endorsed):

On the face of the certificate:

“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate. “

On the reverse:

“The shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain Allied Specialty Vehicles, Inc. 2010 Long-Term Incentive Plan, a copy of which is on file at the principal office of the Company in New York, New York. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”

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The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:

“Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.”

A copy of this Plan shall be kept on file in the principal office of the Company in New York, New York.

Remainder of page intentionally left blank.

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of April 19, 2010, by its President and Secretary pursuant to prior action taken by the Board of the Company.

ALLIED SPECIALTY VEHICLES, INC.
By:	/s/ Authorized Signatory
	Name:	Authorized Signatory
	Title:	Authorized Signatory

	Attest:
By:	/s/ Authorized Signatory
	Name:	Authorized Signatory
	Title:	Authorized Signatory

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EX-21.1

Exhibit 21.1

REV Group, Inc.

Subsidiaries

Name of Subsidiary	Jurisdiction of Organization
Collins Bus Corporation	KS
ElDorado National (California) Inc.	CA
E-ONE, Inc.	FL
Halcore Group, Inc.	OH
REV Ambulance Group Orlando, Inc.	FL
REV Recreation Group, Inc.	IN

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to use in this Registration Statement on Form S-1 of REV Group, Inc. of our report dated January 27, 2016, except for Notes 21 and 22, as to which the date is October 24, 2016, relating to the consolidated financial statements and financial statement schedule of REV Group, Inc. and Subsidiaries, appearing in the Prospectus which is a part of this Registration Statement.

We also consent to the reference of our firm under the caption “Experts” in such Prospectus.

/s/ RSM US LLP

New York, New York

October 24, 2016