DRS/A

As confidentially submitted to the Securities and Exchange Commission on September 29, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein is strictly confidential.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

AMENDMENT NO. 2

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Chobani Inc.

(Exact name of registrant as specified in its charter)

Delaware	2000	87-1268935
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

669 County Road 25

New Berlin, New York 13411

Telephone: (607) 847-7413

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Hamdi Ulukaya

Founder, Chief Executive Officer and Chairperson

Chobani Inc.

669 County Road 25

New Berlin, New York 13411

Telephone: (607) 847-7413

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Andrew Fabens Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166 (212) 351-4000 Kathy Leo Chief Legal Officer, General Counsel and Secretary Chobani Inc. 669 County Road 25 New Berlin, New York 13411 (607) 847-7413 Michael Kaplan Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒	Smaller reporting company	☐
						Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A common stock, par value $0.001 per share	$	$

(1) Includes             shares of Class A common stock subject to the underwriters’ option to purchase additional shares.

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

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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

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

Subject to Completion

Preliminary Prospectus dated                     , 2021

PROSPECTUS

             Shares

Class A Common Stock

This is Chobani Inc.’s initial public offering. We are selling                shares of our Class A common stock.

We expect the public offering price to be between $            and $            per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares of our Class A common stock will trade on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “CHO.”

We intend to cause Chobani Global Holdings, LLC to use a portion of the net proceeds of this offering to repay indebtedness, to purchase Class B Units of Chobani Global Holdings, LLC indirectly held by Hamdi Ulukaya, our Founder, Chief Executive Officer and Chairperson, to purchase Class M Units from certain executive officers and to fund a portion of the merger consideration payable to the Healthcare of Ontario Pension Plan Trust Fund (“HOOPP”) in connection with the merger of HOOPP Capital Partners (Greek) LLC (“HOOPP Blocker”) into Chobani Inc. There is no public market for the Class B Units. The purchase price payable by us to the holders of such units will be equal to the public offering price of our Class A common stock, less the underwriting discounts and commissions referred to below.

Following this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common stock is entitled to ten votes per share on all matters presented to our stockholders generally. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our amended and restated certificate of incorporation (the “certificate of incorporation”) or as required by applicable law. The holders of Class B common stock will not have any economic rights, including any of the economic rights (including the rights to dividends) provided to holders of Class A common stock.

Immediately following the offering, all of the issued and outstanding shares of our Class B common stock will be beneficially owned by Hamdi Ulukaya, and he will directly or indirectly control approximately     % of the voting power of our common stock with respect to director elections (or approximately     % of the voting power with respect to director elections if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). As a result, we will be a “controlled company” under the corporate governance rules of Nasdaq, and therefore we will be permitted to, and intend to, elect not to comply with certain corporate governance requirements thereunder. See “Organizational Structure” and “Management—Controlled Company Exemption.”

On                     , 2021, we elected to be treated as a public benefit corporation under Delaware law. As a public benefit corporation, we are required to balance the pecuniary interests of our stockholders with the best interests of those stakeholders materially affected by our conduct and those affected by the specific benefit purposes set forth in our certificate of incorporation. Accordingly, our duty to balance a variety of interests may result in actions that do not maximize stockholder value.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 32 to read about factors you should consider before buying shares of our Class A common stock.

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

(1) Please see “Underwriting” for a description of compensation payable to the underwriters.

The underwriters may also exercise an option to purchase up to an additional                shares of our Class A common stock from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares of Class A common stock will be ready for delivery on or about                     , 2021.

Goldman Sachs & Co. LLC BofA Securities

J.P. Morgan	Barclays	TD Securities
Stifel	KeyBanc Capital Markets	Canaccord Genuity
Academy Securities	C.L. King & Associates	Ramirez & Co., Inc.
	Siebert Williams Shank

The date of this prospectus is                 , 2021.

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

TABLE OF CONTENTS

	Page
GENERAL INFORMATION		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		32
FORWARD-LOOKING STATEMENTS		80
ORGANIZATIONAL STRUCTURE		82
USE OF PROCEEDS		93
DIVIDEND POLICY		95
CAPITALIZATION		96
DILUTION		99
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA		102
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION		114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		115
BUSINESS		141
MANAGEMENT		167
COMPENSATION DISCUSSION AND ANALYSIS		176
PRINCIPAL STOCKHOLDERS		196
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		198
DESCRIPTION OF CAPITAL STOCK		207
SHARES ELIGIBLE FOR FUTURE SALE		214
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK		217
UNDERWRITING		220
LEGAL MATTERS		229
EXPERTS		229
WHERE YOU CAN FIND ADDITIONAL INFORMATION		229
INDEX TO FINANCIAL STATEMENTS		F-1

Through and including                     , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, nor the underwriters have authorized anyone to provide you with information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We 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 and the underwriters are offering to sell, and seeking offers to buy, Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

For investors outside of the United States: We have not and the underwriters have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of 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 our Class A common stock and the distribution of this prospectus outside of the United States.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

GENERAL INFORMATION

Unless otherwise indicated or the context otherwise requires, references in this prospectus to (i) “Chobani Inc.” refer to Chobani Inc., a Delaware public benefit corporation, the company conducting the offering made pursuant to this prospectus and not to any of its subsidiaries and (ii) the “Company,” “we,” “us,” “our” and “Chobani” refer to Chobani Inc. and its consolidated subsidiaries. Chobani Inc. was incorporated as a Delaware corporation on June 15, 2021, became a public benefit corporation in Delaware on                     , 2021 and, prior to the consummation of the Reorganization described herein and our initial public offering, did not conduct any activities other than those incidental to our formation and our initial public offering.

Presentation of Financial Information

Chobani Global Holdings, LLC (“Chobani Global Holdings”) is the predecessor of the issuer, Chobani Inc., for financial reporting purposes. Chobani Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

• Chobani Inc. Other than the audited balance sheet as of June 15, 2021, the historical financial information of Chobani Inc. has not been included in this prospectus as it has no business transactions or activities to date other than those incidental to its formation and preparation of this prospectus and the registration statement of which this prospectus forms a part. Chobani Inc. had no other assets or liabilities during the periods presented in this prospectus.

• Chobani Global Holdings. As we will have no other interest in any operations other than those of Chobani Global Holdings and its subsidiaries, the historical consolidated financial information included in this prospectus is that of Chobani Global Holdings and its subsidiaries.

Immediately following this offering, Chobani Inc. will be a holding company, and its sole material asset will be a controlling equity interest in Chobani Global Holdings. As the sole managing member of Chobani Global Holdings, Chobani Inc. will operate and control all of the business and affairs of Chobani Global Holdings and, through Chobani Global Holdings and its subsidiaries, conduct our business. The Reorganization will be accounted for as a reorganization of entities under common control. As a result, the consolidated financial statements of Chobani Inc. will recognize the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical financial statements of Chobani Global Holdings. Chobani Inc. will consolidate Chobani Global Holdings on its consolidated financial statements and record a noncontrolling interest related to the Class B Units indirectly held by Hamdi Ulukaya on its consolidated balance sheet and statement of operations. See “Organizational Structure.”

Our fiscal year is comprised of 52 or 53 weeks, ending on the last Saturday of the calendar month of December. References to “2021” refer to our 2021 fiscal year, which will end on December 25, 2021, references to “2020” refer to our 2020 fiscal year, which ended on December 26, 2020, references to “2019” refer to our 2019 fiscal year, which ended on December 28, 2019 and references to “2018” refer to our 2018 fiscal year, which ended on December 29, 2018. Fiscal years 2020, 2019 and 2018 included, and 2021 will include, 52 weeks.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Market and Industry Data

This prospectus contains estimates, projections and other information concerning (i) our industry, (ii) our business, (iii) the markets for our products and (iv) data related to certain sub-markets, their

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

size and our position within such sub-markets. Except as otherwise noted, all industry and market data in this prospectus is based in part on data reported by (i) Nielsen Consumer LLC (“Nielsen”) through its NielsenIQ Service for the U.S. Yogurt (including drinkables), U.S. Greek Yogurt, U.S. Creams and Non-Dairy Creamers, U.S. Milk and Milk Alternatives, U.S. Beverages, U.S. Coffee-Liquid categories for the 13 week period ended August 21, 2021, or (ii) Information Resources, Inc. (“IRI”) for the U.S. total yogurt market (including drinkables), the U.S. Greek yogurt market, the U.S. Dairy Creamers market, and the U.S. Plant-based Beverage Alternatives market for the 13 week period ended August 22, 2021. Except as otherwise noted, references to retail sales of products in this prospectus refer to U.S. retail sales across categories as reported by Nielsen for the 13 weeks ended August 21, 2021 and 52 weeks ended August 21, 2021. Some market data and statistical information contained in this prospectus are also based on management’s estimates and calculations, which are derived from our review and interpretation of the independent sources listed below, our internal research and knowledge of our market. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified market data and industry forecasts provided by any of these or any other third-party sources referred to in this prospectus. 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 the sections titled “Risk Factors” and “Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the projections and estimates made by the independent third parties and us.

Unless otherwise expressly stated, we obtained industry, business, market and other data from the reports, publications and other materials and sources listed below. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires.

Trademarks

We own or have the rights to use various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names presented in this prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Letter from Hamdi Ulukaya, Our Founder and Chief Executive Officer

Chobani is the story of a few dedicated everyday people coming together to create something extraordinary. Together, we have built a transformative force in the food industry that aims to provide good food for all while also improving our communities. We are a new kind of company that operates on a simple fundamental principle that we do well by doing good.

I immigrated to the United States in 1994 seeking opportunity and freedom and have benefitted more than I ever could have imagined from my home over the past 27 years. However, when I arrived here, I found that the food I had access to did not measure up to what I experienced in Turkey. In particular, I could not find the same high-quality yogurt we made on our family farm—a food that was so much a part of my childhood and identity. American yogurt was sugary, watery, and not nutritious. As I learned more about how food was made in the United States, I became convinced that this wasn’t because of different taste preferences, but because of choices made by big companies who prioritized low cost of production over the real desires—and well-being—of consumers.

The approach these companies took made me frustrated and angry. From my upbringing in Turkey, I knew that high quality food did not have to be a luxury only available to the well-off. Growing up, we were not rich, but we had access to good bread, delicious olive oil, fresh fruit and vegetables, and our family made fresh, simple cheese and yogurt that was available to everyone in our community. It hit me right in the heart: everyone in America should have access to good nutritious food.

So I decided to challenge the status quo and create my own food company. It all started when I came across a piece of mail advertising a fully equipped yogurt factory for sale in New Berlin, New York. I was intrigued and the next day, on a whim, I took the most important drive of my life to go see this factory. The factory was old and in bad shape. The previous owner—a large food conglomerate—had given up on the factory and thought it was worthless. Even worse, I felt like they had given up on the people who worked there—there were 55 of them left and their only job was to break the plant apart and close it forever. Not only was a factory being dismantled, but also families and an entire community.

I took a leap of faith and bought the factory using a small business loan. I hired back five of the employees—the ones who were bold enough to work for an immigrant with no money and no timeline for paying them. The first thing we did was paint the walls together—our first act of the teamwork that would define the company forever. The second thing we did was outline our strategy to launch a yogurt that Americans had never tasted before. We spent two years perfecting every detail of our product: ensuring we had the right milk, the best fruit, a different container and imagery, and the right equipment and process. I spent days and nights working together with our team, often sleeping on the factory floor, making sure that we had a product that consumers would love.

We made the decision to do things differently from the very beginning because we wanted to make better products and be proud of the company we were building. Which meant that we would never compromise the quality or nutrition of our product, we would make our food for everyone, and we would always take care of our people and support our community. These simple principles were and are our bedrock, and they continue to live in every one of our people, and in every decision that we make.

And it worked. Five years after we sold our first cup of yogurt, Chobani was a billion-dollar brand. Today, we create opportunities for more than 2,000 colleagues, sell our products in approximately 95,000 retail locations, operate primarily in four countries, lead the category we created, and are transforming the way yogurt, oat milk, coffee creamer, ready-to-drink coffee, and non-dairy probiotic beverages are made and consumed. Chobani was founded on a mission to disrupt the status quo—we will continue to innovate and disrupt around new products and categories following the same formula that got us to where we are today.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

We have built Chobani for the long-term. We have made significant investments in the past few years to ensure we control our innovation capabilities, our production, our distribution, and our marketing. This makes us different from other food companies. We continuously invest in our people and our infrastructure so that we never lose the ability to develop, launch, and scale our products very fast.

Our success confirms that Americans want high quality food and that how a company is run is as important as what it makes. Together, we are building the leading modern food company that is empowering people around the world to turn away from legacy food full of unhealthy, processed ingredients and toward Chobani products that are delicious, natural, nutritious, and accessible. And together we are supporting our employees, giving back to communities, protecting the environment, working to eradicate hunger, and working to employ and support immigrants and refugees.

While Chobani has come a long way since we re-opened the factory in 2007 (by the way, many of our earliest employees are still with us!), we are still a young, energetic, entrepreneurial company. I still feel most comfortable in our factories, alongside my team – all of whom are owners of our business—developing and executing on new ideas to strengthen our leadership position and sustain our growth.

As I think about the next stage of this incredible journey, I am excited to partner with new shareholders who share our mission to provide good food for all while improving our communities. Our goal is lofty—but achievable: we will recreate the way food is made and consumed all over the world and be a new model for how a next-generation company should operate responsibly.

I invite you to join our journey.

Sincerely,

Hamdi Ulukaya

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

PROSPECTUS SUMMARY

This summary highlights selected information discussed in this prospectus. The summary is not complete and does not contain all of the information you should consider before investing in our Class A common stock. Therefore, you should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this prospectus, before making a decision to purchase shares of our Class A common stock. Some of the statements in this summary constitute forward-looking statements. See “Forward-Looking Statements.”

Overview

Who We Are

Chobani is driven by a simple yet powerful mission: making high quality, nutritious food accessible to more people while elevating our communities and making the world a healthier place. In short, to provide good food for all.

We deliberately created a values-driven, people-first, food-and-wellness-focused strategy that has guided us since Hamdi Ulukaya founded the Company in 2005. Hamdi’s founder mentality is rooted in disruption, innovation, consumer-centricity and inclusion, fueling our success over the past 14 years. This mindset and culture have enabled Chobani to reinvent multiple food categories, redefine consumer expectations for the food they consume and change the model for how companies operate responsibly. We aspire to be the most innovative and impactful food company in the world.

At Chobani, we are an anti-traditional consumer packaged goods company. We challenge the old, staid and conventional status quo represented by our legacy competitors by creating food that is delicious, natural, nutritious and accessible (DNNA). Throughout our history, we have paired our innovative mindset with deliberate investments in people, plants and our sales and distribution platform (our 3Ps) that, coupled with unparalleled in-house execution capabilities, allow us to innovate rapidly and build scale across categories seamlessly. As a result, we believe we can move from concept to shelf more quickly than our competition and, importantly, with better quality, more natural and nutritious food options.

This disruptive, nimble, owned-asset approach fuels our success, ensuring exceptional product quality, deep relationships with retail partners, enduring trust with consumers and category leadership. Our mission and strategy have and will remain the same as we enter our next chapter of growth, driving a culture that builds on our past successes and creates opportunity to generate sustainable growth for the future by replicating our playbook across categories and geographies. Importantly, our growth creates a virtuous cycle. Chobani’s success increases our ability to impact our communities and to contribute to the health and wellbeing of millions of people, which then powers our unique brand and connects us more deeply with our consumers.

We believe good food has great power to improve bodies, families, communities, economies and the environment. At Chobani, we work with thousands of talented colleagues from diverse backgrounds, support our local farmers, and enthusiastically contribute to the fabric of the places in which we live and work. We prioritize giving back to our communities and beyond: working to eradicate child hunger, supporting immigrants, refugees and members of underrepresented groups, honoring veterans and protecting the planet. As we pursue our mission, we seek to simultaneously reinforce the power of the Chobani brand and drive sustainable growth and value for our employees, customers and stakeholders.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Our Business

Hamdi Ulukaya founded Chobani in 2005 when he purchased a shuttered manufacturing plant in New Berlin, New York with a dream of bringing healthy, high-quality food to more people. From the purchase of our first plant in 2005 with a handful of employees, we invented an entirely new food category in the United States—Greek yogurt—that completely disrupted an old one.

We were early to identify a once-in-a-generation mega-trend towards healthier eating preferences and leveraged our innovation and brand-building capabilities to create a portfolio of high-quality yogurt products that rapidly gained market share. We distributed these products into mass market channels—not just specialty stores—where nutritious packaged food typically had not been available and positioned our offerings with pricing that was attractive and accessible to all consumers. This strategy allowed Chobani to reach approximately $1.1 billion in net sales in 2013, while building the key relationships, brand awareness, trust, and scale that we benefit from today.

We made the strategic decision to focus on a single brand across our entire company and instill it with great meaning – we define this as our “branded house”, in contrast to the legacy, more widely utilized house of brands strategy. Our single-brand approach enables us to efficiently deploy investment and scale to support the Chobani brand and to repeatedly disrupt and re-invent large, established categories and expand into other aisles, product formats, channels, categories, and geographies. We believe the “branded house” we have built means consumers are more inclined to try new products with the Chobani brand.

Today we believe that the Chobani brand is synonymous with high-quality, delicious, healthy food and making a social and environmental impact, both of which resonate very strongly in the current marketplace. This creates authentic, mutual connections with consumers who are increasingly seeking an emotional, values-based relationship with the brands they choose—a core insight of our business since day one. As we advance our mission and our social impact grows, so too will the value of our brand in the eyes of our customers and consumers.

Our success is built on having the people, capabilities, and capacity within our company to deliver strong growth through innovation. We are makers at heart and have built a platform of production and execution capabilities that fuel our innovation engine. We view the following owned assets to be crucial and differentiated elements of our platform that serve as a competitive advantage for innovation, execution, operational flexibility, speed to market, and agility:

• In-house production capabilities across our three plants with 1,900 dedicated people. We have a manufacturing facility in New Berlin, New York, a state-of-the-art multi-platform factory in Twin Falls, Idaho, and an additional facility in Melbourne, Australia. Due to increased demand for our products, we plan to add capacity to our Twin Falls, Idaho facility for our yogurt, oat milk, creamer and coffee products.

• Chobani Labs facility in New Jersey with a dedicated group of microbiologists, molecular biologists and biochemists to help realize the future of food and unlock groundbreaking innovation.

• Internal R&D and Innovation teams in our Chobani Innovation and Community Center, attached to our Twin Falls, Idaho manufacturing facility, where we ideate and commercialize our new products.

• Demand and Commercial Team consisting of our dedicated, direct sales force of approximately 180 people, a retail execution team of more than 100 people that forges deep relationships with key retail partners, a category management and insights team of more than 25 people and a consumer loyalty team.

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• In-house, award-winning creative agency and packaging design team of more than 30 people that enables us to build and position our brand ethos consistently across our creative endeavors.

Innovation is foundational to our company. We are in a unique position to innovate and bring new products to market due to our ability to scale manufacturing and utilize our robust in-house platform. This is perhaps best evidenced through the introduction and early success of our more recent new category launches, including our Chobani Oat, Chobani Coffee Creamers, ready-to-drink Chobani Coffee and Chobani Probiotic lines of products. Our trusted brand and expertise in the food value chain has enabled us to drive awareness and helps us convert Chobani loyalists into these new high-growth categories. For example, since entering the oat milk market in December 2019, Chobani Oat has grown to 14.9% of U.S. market share for the 13 weeks ended August 21, 2021, gaining share much more quickly than we did in the yogurt category.

We currently sell our products in single-serve, multi-serve, and/or multi-pack formats through approximately 95,000 retail locations in the United States. In addition to our key customers, which include Wal-Mart, Whole Foods, Amazon, Target, Kroger, Publix, Costco and Safeway/Albertsons, we also sell our products to various other national and regional retailers, including convenience and drug stores, as well as a significant number of food service customers. Our diverse retail presence and innovative capabilities allow us to elevate the quality and accessibility of our products and ensure they are widely available for our consumers.

Chobani also has an international presence through the operation of a manufacturing facility in Melbourne, Australia and participates in certain international export markets, such as Mexico and Canada.

For the year ended December 26, 2020, we generated net sales, net loss and Adjusted EBITDA of approximately $1.4 billion, $58.7 million and $191.0 million, respectively, achieving year-over-year net sales and Adjusted EBITDA growth of 5.2% and 7.8%, respectively – even after significant brand investment in new platforms. We experienced a year-over-year increase in net loss of 202% for the year ended December 26, 2020. For the six months ended June 26, 2021, we generated net sales, net loss and Adjusted EBITDA of approximately $793.3 million, $11.9 million and $100.1 million, respectively, achieving year-over-year net sales growth of 13.3%. For the six months ended June 26, 2021, year-over-year, Adjusted EBITDA increased 1.5% and we experienced a reduction in net loss of 41.5%. See the reconciliation of non-GAAP financial measures included in footnote (1) to the summary financial information table included in “Summary Historical Consolidated Financial Information.”

As of June 26, 2021, our total outstanding long-term indebtedness was $1,393.2 million, including $398.0 million under our Term Loan Facility (as defined herein), $530.0 million aggregate principal amount outstanding of 7.50% Senior Unsecured Notes due April 2025 (the “Senior Unsecured Notes”), $425.0 million aggregate principal amount outstanding of 4.625% Senior Secured Notes due November 2028 (the “Senior Secured Notes”) and $39.0 million relating to our Equipment Financing (as defined herein) among such indebtedness. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Existing Indebtedness.”

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FY 2010—FY 2020 Net Sales ($ Millions)

Our Market Opportunity

Chobani operates in the large and growing Packaged Food & Beverage industry in North America, Australia and certain export markets. In 2007, Chobani disrupted the United States total yogurt market by pioneering the Greek yogurt category and we have maintained our leading position as the #1 Greek yogurt brand. This success has underpinned our ability to continue innovating into new and emerging categories, unlocking the massive Packaged Food & Beverage Total Addressable Market (TAM) of approximately $599 billion in North America and Australia, which includes a U.S. Packaged Food & Beverage TAM of $462 billion.

Since our founding, Chobani has focused on providing delicious, nutritious and natural food that is accessible to all, and continues to benefit from evolving consumer trends towards healthier food and beverage options. According to the International Food Information Council, 62% of consumers rate the healthiness of food as a very important factor in their purchasing decisions and 75% of consumers have increased the healthiness of their diets over the last ten years. Similarly, according to a Food Business News report, 25% of consumers are actively trying to manage their health through food. Chobani is well-positioned to capitalize on these health and wellness secular mega trends given our commitment to offering products that are high in protein, low in sugar, with billions of probiotics, and made from natural ingredients.

We see significant growth potential for our yogurt products and have unlocked meaningful new whitespace in adjacent categories through our highly successfully recent launches of our oat milk, coffee creamer, ready-to-drink coffee and plant-based probiotic beverage product lines. We expect new and existing consumers of our newest product platforms to also support demand for our established yogurt products. We believe that our strong brand recognition, powerful innovation engine, scale and unique platform of owned-production and in-house execution capabilities will enable us to continue to enter into new categories that will create new and incremental opportunities in the future.

We currently operate in the following product categories:

Yogurt

Yogurt, and in particular Greek yogurt, has benefited from the growing demand for natural, healthier, higher protein, and lower sugar food products. As part of the broader health and wellness trends, the introduction of Greek yogurt has changed American tastes and preferences in yogurt and

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significantly disrupted the market. We believe there is significant opportunity in the U.S. yogurt category, particularly around increased consumption penetration given that per capita yogurt consumption in the U.S. has historically lagged that of Europe and other markets. We are encouraged by long-term trends in the category, such as the category’s growth in six of the last seven quarters and increased consumer food spend for at-home consumption, which has grown at a 3.1% CAGR since 2019. Since 2009, the overall United States spoonable yogurt market has grown from $4.5 billion at a CAGR of 3.6% to $7.1 billion in retail sales for the 52 weeks ended August 21, 2021. The Greek yogurt segment has led this growth, growing from 4.4% to 46.3% market share over that same time period, with $3.3 billion in retail sales, which represents a 24% CAGR. Before Greek yogurt became a broadly available category, the total U.S. yogurt market was dominated by two large, established players, both of which offered only conventional, higher sugar, lower protein yogurt products. In 2007, Chobani entered the United States yogurt market as a disruptor, focusing entirely on Greek yogurt products. Only six years after the first cups of Chobani hit the shelves in New York in 2007, Chobani generated approximately $1.1 billion in net sales in 2013 and drove approximately 45% of total spoonable category growth in the same period.

Since June 2020, Chobani has been the #1 brand in the total Yogurt category. Following three consecutive years of market share growth in the total Yogurt category, Chobani is now the category leader with approximately 20% market share. During the 52 weeks ended August 21, 2021, total retail sales of Chobani yogurt products were reported to be $1.5 billion. Chobani is also the market leader within Greek Yogurt, and as of the 13 weeks ended August 21, 2021 holds 42.6% market share. Over the past three years, Chobani has had the highest market share increase among the top three players, who collectively hold approximately 51.9% share based on retail dollar sales. In the 52 weeks ended August 21, 2021, the total yogurt category grew 2.7%, while Chobani significantly outpaced the market, growing 7.8%.

Total U.S. Yogurt Market Share (%)⁽¹⁾

⁽¹⁾  “Total U.S. Yogurt Market Share” aggregates national cross-outlet market data retail sales from the following channels: food/grocery, drug, mass merchandisers, Walmart, club, dollar and military.

Chobani entered the Australian market in 2011 following the acquisition of the Gippsland Dairy brand and its factory, and quickly grew to become the #1 brand in the market. Today, Chobani and

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Gippsland Dairy are the #1 and #4 brands in the Australian yogurt market, respectively, representing a combined 21.8% of the aggregate $1.2 billion yogurt market in Australia. The global yogurt market is a $90.7 billion market and represents a tremendous opportunity for future growth for us outside of the United States and Australia.

Plant-Based Milk

Plant-based milk in the United States is a large and high growth category generating $2.4 billion in revenue and growing 9% during the 52 weeks ended August 21, 2021. Plant-based milk includes a variety of milk alternatives, including oat, almond, coconut, and soy milk. Today, plant-based milk represents 15.4% of the broader $15.7 billion milk market, which is up from 12.6% four years ago. The category has experienced significant momentum and benefited from changing consumer preferences towards healthier food and lactose-free beverage options. New and emerging categories within plant-based milk are expected to offer significant future growth and expansion opportunities.

The United States oat milk market, specifically, has experienced explosive growth in recent years and is the fastest growing segment within plant-based milk. In the 52 weeks ended August 21, 2021, it was a $349 million category, growing 91.6% year-over-year. Oat milk is gaining significant share within the overall plant-based milk category, rising from 9.6% to 16.6% during the 52 weeks ended August 21, 2021, compared to the prior 52-week period. Oat milk is also taking share from other popular plant-based milk alternatives, like almond milk, whose market share decreased from 68.2% to 64.7% over the same time period.

Compared to other plant-based milks, oat milk is attractive based on its nutritional accessibility (given the product contains no nuts or soy) and its environmental profile and role in regenerative agriculture. Perhaps most importantly, relative to dairy alternatives, oat milk does not compromise taste or texture (it tastes great drinking straight from a glass) and its versatility makes it ideal for many uses, including adding to coffee, tea, smoothies, cereal, and more.

Total U.S. Oat Milk Market Size⁽¹⁾ ($ Millions)

⁽¹⁾  “Total U.S. Oat Milk Market Size” aggregates national cross-outlet market retail sales data from the following channels: food/grocery, drug, mass merchandisers, Walmart, club, dollar and military.

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The oat milk market is heavily concentrated, with four brands accounting for 84.9% of the category. Since entering the market in December 2019, Chobani Oat has been well received by both retailers and consumers, capturing 14.9% of U.S. market share for the 13 weeks ended August 21, 2021. During the 52 weeks ended August 21, 2021, total retail sales of Chobani Oat were reported to be $51.6 million. For the 13 weeks ended August 21, 2021, Chobani Oat retail sales have grown 74.3% year-over year, ahead of the category and several incumbents.

Coffee Creamers

The landscape within the U.S. coffee creamer category exhibits similar dynamics to the yogurt market 15 years ago. The market is highly concentrated with the top four legacy players controlling approximately 77.2% of the category. Coffee creamers are often perceived as “fresh dairy” when in reality, many of the products are actually oil-based with no cream, and are made with artificial ingredients. The U.S. coffee creamer category generated approximately $3.5 billion in retail sales during the 52 weeks ended August 21, 2021, and as of August 21, 2021, has grown at a 7.9% CAGR since 2017. The U.S. dairy-based coffee creamer segment now represents 12.5% of the U.S. total coffee creamer category and is outpacing the category. Following its launch into the dairy coffee creamer category in December 2019, Chobani secured the #4 position within the category with 10.9% market share for the 13 weeks ended August 21, 2021. For the 13 weeks ended August 21, 2021, retail sales of Chobani Coffee Creamers have grown 129.8% as compared to the same period in the prior year. For the 52 weeks ended August 21, 2021 total retail sales of Chobani Coffee Creamers were reported to be $43.6 million. Chobani benefits from our consumers’ desire to consume delicious products that are made with fewer and natural ingredients. We also offer a full line of oat-based coffee creamers that are made with gluten-free oats and natural flavors. The coffee creamer category, like many others, is benefiting from a variety of both dairy- and plant-based options, which are disrupting the category with their craft product positioning.

Consistent with our focus across all parts of our business, we strive to minimize waste throughout the manufacturing process. Cream is a natural byproduct of our yogurt-making process and we sell most of this excess cream into the food service channel, typically to butter producers. We use the remaining cream in our yogurt and coffee creamer products. Not only is this environmentally conscious, but also financially and operationally responsible. We also put our Chobani Coffee Creamers in a Tetra Pak developed package that is made of more than 50% paperboard, a renewable material from FSC-certified forests and other controlled sources.

Coffee and Non-Dairy Probiotic Beverages

Coffee

The U.S. ready-to-drink coffee market generated approximately $2.3 billion in retail sales for the 52 weeks ended August 21, 2021, and is growing at 21.8% for the last 13 weeks ended August 21, 2021. The ready-to-drink coffee market continues to benefit from the long-term, secular consumer trend towards convenient, on-the-go consumption due to consumers’ increasingly busy lifestyles. In January 2021, ready-to-drink Chobani Coffee launched with four SKUs: Pure Black, Sweet Cream, Vanilla Cream, and Oat Milk. During the 52 weeks ended August 21, 2021, retail sales of ready-to-drink Chobani Coffee have grown 45.5% and our multiserve cold brew offering has been well received since it reached shelves in April 2021. For the 13 weeks ended August 21, 2021, retail sales of ready-to-drink Chobani Coffee have increased 57% compared to the prior 13-week period. Ready-to-drink Chobani Coffee’s speed to market benefited greatly from our ability to leverage our existing assets and capabilities, including our manufacturing lines in our production facilities and other product inputs and ingredients, such as our coffee creamers and oat milk.

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Non-Dairy Probiotic Beverages

The U.S. non-dairy probiotic beverages market reported retail sales of $817.6 million during the 52 weeks ended August 21, 2021. The growth of this category aligns with long-term trends tied to the broader healthy food movement, as consumers increasingly seek to take control of their overall wellness. Consumers are removing juices and sodas from their diets to reduce sugar consumption and are instead seeking healthier replacements to play a key role in supporting their overall wellbeing. The non-dairy probiotic beverage category is currently highly fragmented and comprised of many smaller brands as opposed to incumbent consumer packaged food companies.

During the 52 weeks ended August 21, 2021, the overall non-dairy probiotic beverage market grew 5.1% year-over-year, while the smaller, non-kombucha, non-dairy probiotic beverage subset, which includes products like our plant-based probiotic beverages, has expanded the category and grown 7.5% over the same time period. In June 2020, Chobani launched Chobani Probiotic, a full portfolio of fermented, plant-based probiotic beverages with immunity, digestion and gut health supporting probiotics. Since then, we have also launched dairy probiotic yogurts and drinks and Little Chobani Probiotics for kids, including pouches and shakes, to increase the visibility and availability of probiotics within our product assortment. Chobani Probiotic currently sells into more than 4,500 retail locations. In the 13 weeks ended August 21, 2021, Chobani Probiotic grew 44.3% as compared to the prior 13-week period.

Our Competitive Strengths

The Chobani Brand is Built on the Quality of Our Food and the Trust and Loyalty of Our Customers

The Chobani brand is widely recognized and loved. From the very beginning, Chobani has dedicated itself to crafting food and beverage options that are delicious, natural, nutritious, and accessible (DNNA). DNNA is exactly what it sounds like: our DNA. It is what we make, it is what we do. We believe that it is the future of how food will be produced and consumed.

• Delicious:    We pride ourselves on making wholesome, quality food every single day. In all of our products, we strive to excite consumers with superior flavor, taste and texture. We take a back-to-basics approach using authentic ingredients and locally-sourced milk. Today, nearly all of our products are produced in-house, allowing us to deliver consistent quality in every serving.

• Natural:    We believe every food maker has a responsibility to provide people with better options. Since the beginning, every Chobani cup, carton and bottle is crafted using real, high-quality, non-GMO ingredients. That means the fruit is real fruit and the honey is real honey. Our products do not contain any artificial sweeteners or preservatives.

• Nutritious:    The Chobani brand is positioned as a nutrition powerhouse. Our yogurt is an excellent source of protein, with key vitamins, and minerals. We also solve for the growing need-states for gluten-free, higher protein and lower sugar options, as well as lactose-free and plant-based alternatives. Regardless of what consumers are looking for, we seek to ensure that there is a Chobani product for everyone.

• Accessible:    Chobani’s mission is to provide good food for all. We believe good food is a right, not a privilege. Our goal has always been to democratize delicious and nutritious food, making our products accessible to everyone across retail locations, distribution channels, price points and pack sizes.

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Chobani is a leader in transforming our food system by producing high quality products, protecting the health of our planet and providing a better future for our employees, partners and consumers. Our core belief is that we will do well by doing good.

We work with thousands of talented colleagues from diverse backgrounds, support our local farmers and deeply contribute to the fabric of the communities in which we live and work. Our contributions are not limited to the local level. Nationally, we have prioritized giving back to society by working to eradicate child hunger and supporting diverse and underserved communities, including immigrants and refugees. Our core values align fully with those of today’s increasingly socially conscious consumer, which helps drive our success.

Living our values every day and creating products that fully integrate with our DNNA has fostered deep loyalty and trust in the Chobani brand with our consumers and our retail partners. Chobani’s national aided brand awareness reached 79% in 2020 with consumers viewing us favorably in terms of trust, nutrition, and high-quality ingredients.

Proven Ability to Innovate and Disrupt Large and Growing Categories

Chobani has established itself as a leader in innovation by identifying unique opportunities and leveraging our scale and owned asset platform. We fundamentally changed the United States yogurt market in 2007 when we transformed an emerging category with the introduction of our Greek yogurt. Our product was celebrated for being thicker, richer, and creamier than traditional yogurt with higher protein, less sugar, and more nutrients. Since 2009, Greek yogurt has driven total yogurt growth within the United States, and Chobani has emerged as the leading brand in the $7.7 billion United States yogurt market. Our U.S.-based yogurt retail sales grew at a CAGR of 25.5% from 2009 to 2021, based on Nielsen reports, far outpacing the spoonable yogurt category growth CAGR of 3.6% during this period.

According to SPINS LLC (“SPINS”) and Nielsen, respectively, Chobani is the #1 brand in both the natural enhanced channel and mass merchandiser channel for the 26 weeks ended June 19, 2021. We continue to innovate, allowing us to build out a comprehensive product portfolio that extends across day parts and need-states, expands into different eating, drinking and cooking occasions, and supports a wide range of consumer lifestyles and preferences.

In 2007, we offered only two yogurt SKUs. Now we feature approximately 245 yogurt SKUs under the Chobani brand across channels, geographies, and formats. This includes Chobani Core (our plain, blended and fruit-on-the-bottom Greek yogurt products), Chobani Flip yogurt snacks, Chobani Less Sugar Greek yogurt, drinkable yogurt, Chobani Complete lactose-free Greek Yogurt, and more.

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Our success in the yogurt category has allowed us to successfully expand into adjacent categories with the introduction of Chobani non-dairy yogurt alternatives, Chobani Oat Milk, Chobani dairy and non-dairy Coffee Creamers, ready-to-drink Chobani Coffee, and Chobani Probiotic beverages. Recently, we launched Chobani with Zero Sugar, a groundbreaking new sugar-free dairy product with only natural ingredients, further transforming the yogurt category by addressing consumers’ desire for no-sugar options.

Our unique, nimble, and flexible culture, as well as our leadership team’s relentless commitment to product development, allows us to launch new products quickly and with very limited need for external product research and development or manufacturing resources. Chobani Flip, introduced in 2013, went from idea to shelf in less than 12 months and has since grown to $358 million in retail sales as of August 21, 2021. Chobani Flip was a major innovation in yogurt, solving for an otherwise untapped snacking day part, attracting countless new consumers.

Our Chobani Oat Milk platform became #3 in the category after less than six months on the shelf. Like Flip, Oat went from idea to commercial availability in less than 12 months. Chobani Coffee Creamer has captured 10.9% market share of the dairy creamer segment for the 13 weeks ended August 21, 2021. In yogurt, oat milk, and creamer, we were able to move quickly and overtake long-time incumbent producers in a matter of a year or even months, providing powerful validation of our aggressive go-to-market innovation model.

Differentiated Platform and State-of-the-Art Facilities Support Ample Capacity for Future Growth

We believe that the creation process is as important as the final product, and we handle every step with careful consideration and a commitment to efficiency. Our differentiated, owned infrastructure represents a key strategic asset that has positioned Chobani as a formidable leader and has allowed us to disrupt an industry crowded by legacy food companies. As we continue to leverage and expand our production facilities and in-house capabilities, we have capacity to support anticipated future growth.

• Production Facilities:    At the heart of our infrastructure in the United States are our two production plants: our original facility in New Berlin, New York and our state-of-the-art facility in Twin Falls, Idaho. As an example of the advantages of these owned assets and the excellence of our production team, we successfully met 98% of heightened demand in 2020 despite the unprecedented obstacles posed by the COVID-19 pandemic, while many other food and beverage manufacturers struggled to keep products stocked in stores. Supported by our planned capacity expansion, we expect to have the ability to quickly scale production in new categories to meet anticipated demand. We also have developed relationships with co-manufacturers, distribution and cold storage warehouse suppliers that allow us to flex our capacity to produce certain new items or address surges in volume. We have an international presence in Melbourne, Australia, where we produce yogurt and are currently expanding manufacturing capacity to launch our refrigerated oat beverages by year-end 2021.

• Innovation and Community Center:    In August 2019, we opened our Innovation and Community Center in Twin Falls, Idaho, a 71,000 square foot research and development facility that is designed to promote a culture of collaboration, creativity, innovation, and wellness among employees and our community. Our innovation center is constantly testing new products, supporting continued expansion of our product offering. Since 2020, we have launched into four new categories and commenced distributing over 100 new items.

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• Sales Force:    We have a dedicated in-house sales force of approximately 180 people that know our business inside-and-out and has unparalleled relationships with our retail customers across all categories supporting the successful launch of Chobani products into new categories like oat milk.

• Retail Execution Team:    Our exceptional in-house retail execution team differentiates us from certain competitors who use third-party brokers with feet on the street to ensure that we have the right assortment of products in stock at competitive pricing. As a result, we are able to build on our leadership positions in our key categories and successfully and efficiently navigate new product launches. This team of more than 100 people has the expertise and experience to optimize merchandising and order replenishment products, ensuring strong shelf presence and sales momentum, while strengthening relationships with our retail partners.

• In-House Creative Agency:    Our in-house creative agency creates, plans, and executes all of our advertising and branding initiatives, in addition to other forms of promotion and marketing for the Chobani brand, ensuring that we communicate with a consistent voice and build direct grassroots connections with the communities we impact.

Over the past ten years, we have invested over $1.3 billion in our production and research and development facilities, including more than $380 million towards our Innovation and Community Center in Twin Falls, Idaho. We have significantly benefited from the competitive advantage of investing in our manufacturing facilities to increase production capacity while also maintaining our focus on efficiency. Importantly, our ownership of product design and production is designed to ensure that our supply chain practices align with our commitment to sustainability and environmental stewardship.

Powerful Scale and Differentiated Customer Relationships Supports Agility and Speed to Market

The total number of distribution points for Chobani’s products has only continued to grow, driving volume increases at our retail customers across the country. Our products are sold through more than 100 retail partners and approximately 95,000 retail locations in the United States, in addition to the food service channel. We have established exceptional relationships with a broad range of diverse retailers. Key customers include Wal-Mart, Whole Foods, Amazon, Target, Kroger, Publix, Costco and Safeway/Albertsons, among others. The launch of our new products has benefited from the relationships that we have cultivated with key retailers over the years through our Greek yogurt product offering and broadened through our category expansions.

Retailers trust us to efficiently bring product offerings at scale that will resonate with consumers – and create disruptive moments similar to those that Chobani Greek Yogurt brought to the yogurt aisle. We believe our owned platform of production and execution capabilities affords us a distinct competitive advantage in introducing successful new products quickly. For example, as mentioned previously, our highly successful Chobani Flip and Chobani Oat lines of products went from idea to broad commercial availability in less than a year. While our investments in manufacturing assets and human capital have enabled us to successfully grow our business, they have also strengthened our reputation as a reliable partner to retailers who are focused on allocation of store and shelf space to the best products. The depth of these award-winning relationships has benefited us as we have extended our brand into new products and categories. As a partner of choice to our retailers, Chobani has been ranked #1 Dairy for five years in a row by Advantage Solutions and named 2020 Dairy Processor of the Year by Dairy Foods and Company of the Year in 2019 by FoodDive.

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People-First Culture and Focus on Community Engagement

From the very beginning, Hamdi, our Founder and Chief Executive Officer, has built Chobani by deploying an “anti-CEO playbook,” which inspires a new way of doing business: one that views the prioritization of our people, communities, consumers, and society as foundational to better business results. Hamdi works closely with our leadership team and employees to make a difference in communities around the world. We believe that business done right has the ability to change lives and strengthen communities while still supporting strong financial results.

Principles of diversity, equity, inclusion, and acceptance guide all that we do at Chobani. Our goal is to create opportunity and economic vitality for our employees and, in turn, for our communities. We create an accepting and welcoming environment through which everyone can do what they love and love what they do. We actively recruit talent from various and diverse backgrounds, including refugees, immigrants, members of underrepresented groups and military veterans, who are often otherwise overlooked for employment opportunities. At Chobani, diversity of background, experience, and world-view is a core component of our culture and success.

We believe investing in our employees and communities pays dividends every day in productivity, engagement, and ambassadorship. Some examples include:

• Employee Rewards:    Taking care of our employees is an investment. As a result, we established the Employee Rewards program in 2016, through which all full-time Chobani employees regardless of level can become owners in Chobani. The program consists of awards to every full-time employee, representing a stake in Chobani’s future value and fostering internal motivation and driving top-quality performance.

• Employing Refugees and Immigrants:    At last count, our manufacturing workforce was comprised of approximately 30% refugees and immigrants. Our manufacturing workforce speaks over 20 different native languages.

• Anti-Hunger Advocacy:    As part of Chobani’s concerted efforts to combat hunger nationwide, we have taken action to drive meaningful change, including paying off the school lunch debt of several school districts and launching a charitable SKU with 100% of the profits benefiting local food banks.

• Supporting Community Through COVID-19:    Throughout the COVID-19 pandemic, we donated and delivered more than eight million Chobani products to food banks, food pantries, USDA food box distributions, schools, hospitals, and senior centers in our backyards of New York and Idaho, and across nearly 30 other states, and advocated for government support to end child hunger in partnership with NGOs like Feeding America

• Fair Trade Dairy:    Chobani also pioneered and helped launch the first ever and only Fair Trade Dairy certification in the United States, which is designed to protect and empower dairy workers and provide meaningful premiums to benefit farmers and farm workers alike.

• Other Programs:    In addition to the above initiatives, Chobani’s proactive decision in 2020 to implement a starting wage of at least $15.00 an hour, resulting in an average hourly wage of approximately $19.00 an hour, coupled with other programs that support entrepreneurship and education, such as Chobani Paid Parental Leave, the Chobani Incubator, Chobani Scholars, and our Community Impact Funds, serve to further our legacy of support for our communities.

We believe that these values-driven programs will continue to strengthen the Chobani brand and cultivate awareness and loyalty among consumers who share these same values, thereby enhancing our ability to improve the world through our food.

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Proven Track Record of Financial Success, Highlighted by Diversified Growth

Since our launch in 2007, we grew quickly to reach $1.1 billion in net sales in the first six years of our operations, and generating over $1.4 billion in net sales in 2020. In 2013, we incurred $169.7 million in net loss and in 2020, we recorded $58.7 million in net loss. From 2010 to 2020 we grew net sales at a 19.1% CAGR. From 2018 to 2020, we continued to grow net sales at a 4.2% CAGR, while the broader United States yogurt market grew at only 1.6%. In 2018, 2019 and 2020, we incurred net loss of $26.4 million, $19.4 million and $58.7 million, respectively. As our original and most established product category, yogurt has provided the growth and profitability from which we independently funded broader capital investment and extension into new categories.

As a result of our scale and operating performance, we generate significant operating cash flow. We have achieved positive operating cash flow in every year since 2015 and reported $105.6 million in 2020, up 33.5% year-over-year. Healthy operating cash flow enables us to make strategic investments in our business to drive future growth. We are flexible in our ability to allocate capital to projects that will both satisfy demand and drive incremental topline growth. We have made significant investments over the past several years to expand our facilities, implement SAP and extend our brand portfolio. We will continue to make strategic investments moving forward as we identify new market disrupting categories and demand for our products grows.

Our Growth Strategies

Since we began selling Greek yogurt in 2007, we have grown rapidly and captured significant market share from other brands in the yogurt category. Our mission and strategy have remained consistent since 2007, allowing us to successfully launch many new products within our yogurt portfolio as well as highly-relevant products in new growth categories. We expect to continue to leverage our competitive strengths to replicate this playbook to generate sustainable and differentiated growth over time.

Drive Differentiated Growth in Our Yogurt Business and Support our Category Leadership Position

Our yogurt offering is performing well and growing significantly faster than the overall category. We believe that for much of the last decade, Chobani has been a key driver of growth in the yogurt category and we believe we have a significant runway for continued growth across our yogurt offerings in a number of key areas:

• New Product Platform Innovation:    We have consistently been able to launch ground-breaking innovation across our yogurt portfolio to drive growth well above category levels. This product platform innovation includes new ingredient profiles, flavors and formats that meet different need states, including Chobani with Zero Sugar, on-the-go yogurt drinks, and snacking-oriented products like Chobani Flip. We have a deep pipeline of future yogurt product platform innovation that we believe will achieve similar success with retailers and consumers.

• Product Platform Expansion:    As we introduce new product platform innovation, for example Chobani with Zero Sugar and our plant-based yogurts like coconut and oat, we have the capabilities to quickly and efficiently bring new flavor variants and SKUs to market. We believe that Chobani with Zero Sugar has significant opportunity for growth. We will continue to expand product platforms in this manner based on consumer demand and key flavor, format, and ingredient trends.

• Build Awareness and Drive Adoption/Penetration:    Yogurt consumption levels in our core markets are still significantly underpenetrated relative to global per capita consumption levels.

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We believe there is a large opportunity to drive increased brand and category awareness through effective product positioning and marketing, particularly with respect to the health and nutritional benefits of our yogurt products. As consumer awareness rises we believe we can further increase household penetration and grow customer adoption across all trade channels.

• Channel and Shelf-Space Expansion:    We believe we have a significant opportunity to increase our current penetration in new channels and increase the accessibility of our yogurt products. We are currently under-shelved relative to our market share in certain key retail outlets and as we close opportunity gaps, we believe the Chobani brand serves as an on-shelf beacon that drives incremental trial and awareness. Additionally, our food service business, which drives expanded access to Chobani products in hotels, airlines, resorts and cafes, currently represents less than 10% of our overall distribution. We anticipate continued growth in this key channel, as many food companies operating in the food service channel have penetration in excess of 20% of their distribution. Additionally, we anticipate our recent pilot distribution partnership with PepsiCo Inc. will help broaden distribution into high-growth but underpenetrated channels like convenience and drug stores and colleges.

The growth and profitability of our yogurt business will continue to serve as a base from which we will fund differentiating platform investment and fuel disruptive innovation across our portfolio in the future. We believe these growth drivers will enable sustained, durable growth of our yogurt products and allow us to continue to be a category leader.

Expand Our New Growth Categories through Continued Distribution and Channel Expansion and Enhanced Marketing

As a result of our successful launch of Chobani Oat and its impressive early growth, as well as the promising results of our new Chobani Complete line, Chobani Coffee Creamers and ready-to-drink Chobani Coffee products to date, we believe we are well-positioned to continue to expand our reach in these new growth categories. For example, in the oat milk category, we are focused on becoming the leader in the category despite having launched our line of oat milk products within the last two years.

We believe that our differentiated platform of best-in-class production infrastructure and in-house execution are a key competitive advantage in driving sustainable growth across all of our new growth categories. We intend to employ the following approaches to fuel the expansion of these businesses:

• Naturalize Big, Unhealthy Categories:    We offer high-quality, clean label products and source natural ingredients that consumers value. We believe that our commitment to a superior tasting product distinguishes us from many competitors in the space who use artificial ingredients. For example, while oat milk is traditionally higher in sugar than other types of milk and milk alternatives, Chobani introduced its Zero Sugar Oat product to address customer concerns over sugar content in December 2020. We believe oat milk will continue to take share from traditional dairy milk as well as other plant-based milk categories like almond. Similarly, clean label coffee creamers are on-trend and in high demand from retailers.

• Improve Accessibility of High-Growth Functional Foods:    Functional foods and beverages are extremely attractive categories with long runways for growth as consumers become more aware of their health benefits, including immunity support, gut health and additional protein. We recently launched our Chobani Probiotic line of products with the intention of both benefitting from a high-growth market and making it more broadly accessible outside of upscale health foods retail outlets where products like this have been traditionally sold. We believe that our functional food and beverage offerings will allow us to further attract new customers and build brand loyalty while expanding our portfolio in healthy products.

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• Expand Channels, Shelf Space, and Occasion:    Currently, we sell at approximately 95,000 retail points of distribution in the United States and we cultivate and maintain positive relationships with our distributors. We plan to continue forging relationships with new customers to bring our new products to as many shelves and homes as possible. Because we have scale and well-established existing relationships with retailers, we can efficiently leverage these partnerships to successfully launch innovation more effectively than many lower volume competitors who are typically focused on only a single product category or part of the store. Additionally, we anticipate our recent pilot distribution partnership with PepsiCo Inc. will help broaden distribution into high-growth but underpenetrated channels like convenience and drug stores, and colleges to expand and grow into new and existing channels over time.

Further Leverage Our Chobani Brand and Powerful Platform to Enhance Consumer-Centricity and New Category Disruption

We want every interaction that a consumer has with our product to be positive. Consumers are demanding more personalization and products that are tailored to meet their specific values and needs, whether it is convenient formats, specific dietary needs, or e-commerce availability. Through our innovation pipeline we are building a more consumer-centric product portfolio that is responsive to emerging consumer trends and preferences. We listen to our consumers, and we have a best-in-class consumer loyalty team that is well equipped to interact directly with our consumers and leverage those insights to create products we know will resonate with customers and consumers, regardless of the category. We will continue to invest in these capabilities while strengthening our brand. It is these investments, consumer insights, and capabilities that have allowed us to successfully launch products into four completely new categories in the last 18 months.

Consumers have increasingly been demanding more e-commerce accessibility for healthy food products. In e-commerce channels both online, through e-commerce-only grocers, and offline, through retailer e-commerce platforms (across both home delivery and store-pickup), retail sales of Chobani products have grown over 70.4% for the 52 weeks ended June 26, 2021 as compared to the prior 52-week period. Our e-commerce efforts will be a key component of our channel expansion and our goal of building out a well-balanced, accessible business that is on the leading edge of consumer-centricity. We expect continued strong growth in e-commerce channels for our products and are actively exploring new and innovative ways to get Chobani’s products into consumers’ hands even more directly and conveniently.

Our widely recognized and loved Chobani “branded house” resonates with today’s increasingly conscious consumers by representing both high-quality, healthy food and alignment with a mission that is supported by a deep set of values. The power of the Chobani brand, coupled with our differentiated platform will enable us to continue to launch products into new categories. We have a deep pipeline of new product innovation that we believe will resonate with our consumers and we have a platform that allows us to ideate, commercialize, market, and distribute these products quickly and efficiently. We prioritize new categories where accessibility, health and wellness, and quality can be differentiators. We will continue to target both large categories that are starved for innovation and ripe for disruption, as well as newer, high-growth categories that are in high consumer demand. We see significant opportunity to bring plant-based, lactose-free alternatives into large categories where products for health-conscious consumers do not currently exist or where penetration is low. As we continue to extend into new categories, we will also expand our addressable market and elevate our brand, helping sustain growth over the long-term.

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Our Mindset of Sustainable and Continuous Operational Improvement Supports Growth

We understand that as the world changes, we need to adapt and change too. We pride ourselves on continuous innovation, effective listening, and flawless execution. Over the past few years, this strategy has helped us achieve a variety of different improvements to reduce waste, streamline costs and efficiencies, and to enable investments in innovation and growth; however, we are constantly seeking to expand and accelerate these initiatives to enhance sustainability and generate savings which can be re-invested to fuel growth.

• Driving Cost and Operational Efficiency:    We plan to continue to increase our cost and operational efficiency. Our pipeline of operational initiatives includes automation projects, procurement programs that leverage our scale, and expanding capacity to leverage third parties to increase proximity to key markets and reduce miles driven. We have successfully been able to significantly offset cost inflation in our business through these types of initiatives, which has afforded us the resources to invest in new high growth businesses and products. We strive to achieve productivity improvements with these and other initiatives and programs.

• Resource Use Reduction:    In 2020, we achieved our goal of increasing the amount of renewable energy powering our plants. We have cut our Scope 1 and 2 greenhouse gas emissions by 11,000 metric tons of CO2e since 2018. We have achieved our Scope 1 and 2 greenhouse gas emissions goal ahead of our 2022 target by working closely with the electricity companies in both New York and Idaho to obtain cost competitive renewable electricity supplies available in each region, and by creating efficiencies in logistics. In addition, we continue to actively review new opportunities for additional cost competitive renewable electricity sources.

• Sustainable Packaging:    In 2020, we achieved a goal set in 2018 for 50% of our product packaging to be either recyclable, compostable, biodegradable or made with recycled content. We have partnered with companies such as Tetra Pak on sustainable packaging for our Chobani Oat Milk, Chobani Coffee Creamers and ready-to-drink Chobani Coffee products. Over the years, we have also made many subtle changes to our packaging that we believe are environmentally and socially responsible, including redesigning our yogurt cup to be made with less plastic, integrating recycled fiber into our packaging overwraps, utilizing widely recyclable materials in our shipping packaging, and partnering with the Sustainable Packaging Coalition and the How 2 Recycle programs to help educate consumers on how to recycle our packaging.

We will continue to leverage initiatives like these to support our mission and also drive sustainable efficiency in our business. These initiatives have been good for both our financial and social bottom line. Our focus on these environmentally sustainable initiatives also serves to strengthen our brand which in turn drives our ability to spread awareness and adoption of our products.

Build Out New Geographies Beyond the U.S.

While our focus has been primarily in domestic markets to date, we have successfully established a leadership position in Australia and have extended our presence in North America into Mexico and Canada, where we believe there is significant runway to expand our offerings. In Mexico, Chobani has recently expanded to 39 SKUs across yogurt and oat milk. In Canada, we launched plant-based products (due to restrictive dairy import guidelines in Canada) one year ago and now have seven SKUs across oat yogurt and oat milk. Incremental international expansion is a large opportunity and can be a meaningful growth driver across our entire product portfolio over the longer term. In the near term, we expect to focus on North America and Australia – markets we know well and where we have competitive advantages.

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Continue to Advance Our Mission and Benefit Our Communities and Environment to Help Create Value for Internal and External Stakeholders

Our effort to create a new kind of company that does well by doing good formed the basis for our identity. As a result, we have always operated in a people- and employee-first manner that we believe is socially and environmentally responsible. Unlike other businesses who are only recently trying to retroactively build values-based frameworks like ours, these values are strongly associated with our brand and products and actually drive customer and consumer adoption and trust. As we continue to pursue our mission and act in accordance with our values, we will strive to create value and growth for internal and external stakeholders, including our employees, consumers, farmers, suppliers, other partners, communities and the environment.

Chobani has established a sustainability program with initiatives tied to the UN Sustainable Development Goals that address carbon emissions, water usage, sustainable farming, and other important environmental concerns. Additionally, our new platform of oat-based products utilize oats, which require less water to produce than many other crops and have the potential to help regenerate soil health, an important practice in agricultural sustainability. Chobani also pioneered and received the first ever and only Fair Trade Dairy certification in the United States for its yogurt products, which is designed to protect and empower dairy workers and provide meaningful premiums to benefit farmers and farm workers alike.

Further, our proven purpose-led initiatives, such as Fill Their Plate, an initiative to end child hunger, have been very successful and have enabled us to establish ourselves as a leader in addressing food and nutrition insecurity while creating a brand that is synonymous with sustainability, health and accessibility. With this focus we are able to innovate and create products with our broader mission in mind. According to Nielsen, 73% of consumers globally said they would change their consumption habits to reduce their impact on the environment. We believe our mission-oriented approach to business will continue to drive sustainable growth as it will cater heavily to the broad array of values-focused and health conscious consumers.

Corporate Information

Chobani Inc. was incorporated in Delaware on June 15, 2021 and became a public benefit corporation in Delaware on                     , 2021. It had no business operations prior to this offering. In connection with the consummation of this offering, Chobani Inc. will become the sole managing member of Chobani Global Holdings, pursuant to the Reorganization described under “Organizational Structure—The Reorganization.” Our principal office is located at 669 County Road 25, New Berlin, New York 13411 c/o Chief Legal Officer, General Counsel and Secretary. Our telephone number is (607) 847-7413. Our website address is www.chobani.com. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of and is not incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part. We have included our website address in this prospectus solely as an inactive textual reference.

Implications of Being a Public Benefit Corporation

In line with our mission to create delicious, natural, nutritious food that is accessible for all people while supporting our communities and our environment, we elected to be treated as a public benefit corporation under Delaware law. Public benefit corporations are intended to produce a public benefit and to operate in a responsible and sustainable manner. Under Delaware law, public benefit corporations are required to identify in their certificate of incorporation the public benefit or public benefits they will promote and their directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the stockholders, the best interests of those materially

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affected by the corporation’s conduct and the specific public benefit or public benefits identified in the public benefit corporation’s certificate of incorporation. See “Risk Factors—Risks Related to Our Status as a Public Benefit Corporation” and “Description of Capital Stock—Provisions of Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws to be Adopted and Delaware Law That May Have an Anti-Takeover Effect—Public Benefit Corporation Status.”

As provided in our certificate of incorporation, we will promote the public benefit of forging an enduring business that has a positive impact on people and the planet by:

• Consumers:    Creating delicious, natural, nutritious products that are widely accessible to consumers;

• Employees:    Providing a safe, supportive, inclusive work environment;

• Communities:    Supporting positive social and economic impact in the communities in which we live and work; and

• Environment:    Working to be good stewards of natural resources and responsible citizens of the planet.

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in the section entitled “Risk Factors” immediately following this prospectus summary. These risks include, but are not limited to, the following:

• changes in the market price of milk or cream or interruption in our supply of milk;

• dependence on one supplier for a significant portion of our North American raw milk;

• volatility of raw material and packaging costs;

• inability to obtain raw or other packaging materials used in our manufacturing process on a timely basis or in sufficient quantities to produce our products;

• changes in the food industry, including changing dietary trends and consumer preferences;

• inability to innovate successfully and introduce new products in new, growing and profitable categories on a cost-effective basis;

• the loss of one or more of our major customers or if any of our major customers experiences significant business interruption;

• inability to maintain, extend or expand our reputation and brand image;

• failure of price increases to offset cost increases and maintain profitability, potentially resulting in sales volume declines associated with pricing elasticity;

• issues or concerns related to the quality and safety of our products, ingredients, labeling, or packaging that could cause a product recall or result in regulatory investigations and litigation or result in harm to our reputation, negatively impacting our operating results;

• failure to adequately protect our intellectual property or findings that we infringed the intellectual property rights of others;

• changes in the legal and regulatory environment that may limit our business activities, increase our operating costs, reduce demand for our products or result in litigation;

• loss of the services of Hamdi Ulukaya, our Founder, Chief Executive Officer and Chairperson, and other key management personnel;

• inability to hire or retain and develop key personnel or a highly skilled and diverse workforce or manage changes in our workforce needed to drive our growth strategies;

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• dependence on Chobani Global Holdings to pay any taxes and other expenses;

• Hamdi Ulukaya will have the ability to direct the voting of a majority of the voting power of our common stock, and his interests may conflict with those of our other stockholders;

• our expectation of being a “controlled company” within the meaning of Nasdaq rules will qualify us for, and we intend to rely on, exemptions from certain corporate governance requirements;

• our governing documents and Delaware law contain anti-takeover provisions that may limit attempts by our stockholders to replace or remove our current management, including a provision that would establish a classified board of directors if Hamdi Ulukaya ceases to own at least 50% of the combined voting power of our then-outstanding capital stock entitled to vote in director elections;

• as a public benefit corporation, our duty to balance a variety of interests may result in actions that do not maximize stockholder value; and

• our dual class share structure may depress or result in a more volatile trading price of our Class A common stock.

You should carefully consider all of the information set forth in this prospectus and, in particular, the information in the section entitled “Risk Factors” beginning on page 32 of this prospectus prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could have a material adverse effect on our business, financial condition and results of operations.

Organizational Structure

In connection with this offering, we will undertake certain transactions as part of a corporate reorganization (the “Reorganization”) described under “Organizational Structure” below. The Reorganization will be conducted through what is commonly referred to as an “UP-C” structure, which is often used by partnerships and limited liability companies undertaking an initial public offering. The UP-C structure can provide tax benefits and associated cash flow advantages to both the issuer corporation and the existing owners of the partnership or limited liability company in the initial public offering.

Following the Reorganization and this offering, Chobani Inc. will be a holding company and its sole asset will be ownership of Class A Units of Chobani Global Holdings. Because Chobani Inc. will be the managing member of Chobani Global Holdings, Chobani Inc. will operate and control all of the business and affairs (and will consolidate the financial results) of Chobani Global Holdings and its subsidiaries.

Chobani Global Holdings is owned by Hamdi Ulukaya, employees and HOOPP. Prior to the consummation of the Reorganization and this offering, the outstanding equity capital of Chobani Global Holdings consists of two classes of membership units (which we refer to collectively as the “Pre-IPO Units”):

• Pre-IPO Class A Units.    All of the Pre-IPO Class A Units are held by FHU US Holdings, LLC (“FHU US Holdings”). FHU US Holdings is controlled by:

• Hamdi Ulukaya, who beneficially owns 80% of the membership units of FHU US Holdings; and

• HOOPP Blocker, an entity that is taxable as a corporation for U.S. federal income tax purposes that is controlled by HOOPP, which owns 20% of the membership units of FHU US Holdings.

• Pre-IPO Class B Units.    All of the Pre-IPO Class B Units are held on behalf of certain Chobani employees indirectly through CGH Management Holdings, LLC (“CGH Management

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Holdings”). CGH Management Holdings holds the Pre-IPO Class B Units to satisfy its obligations under grants to certain of our employees.

Chobani Global Holdings has historically maintained a number of employee incentive plans, pursuant to which our employees and directors and CGH Management Holdings (which issues grants to certain of our employees), are eligible to receive awards with respect to which we have allocated an aggregate 12.5% stake in Chobani Global Holdings (or     % after giving effect to the offering). These plans are the Chobani Global Holdings, LLC 2016 Growth Sharing Plan (the “2016 Growth Sharing Plan”), the Chobani Global Holdings, LLC 2020 Value Sharing Plan (the “2020 Value Sharing Plan”), the CGH Management Holdings, LLC 2016 Management Plan (the “2016 Management Plan”) and the CGH Management Holdings, LLC 2020 Management Plan (the “2020 Management Plan”).

To effect the Reorganization and the closing of this offering:

• FHU US Holdings will distribute a portion of its Pre-IPO Class A Units to the HOOPP Blocker in complete redemption of HOOPP Blocker’s interest in FHU US Holdings, leaving Hamdi Ulukaya as the beneficial owner of all the remaining interests of FHU US Holdings;

• HOOPP holds its interest in Chobani Global Holdings through HOOPP Blocker. HOOPP Blocker will merge with a newly-formed, wholly-owned subsidiary of Chobani Inc., with HOOPP Blocker surviving, and, subsequently, merging with and into Chobani Inc. (the two mergers, together, the “Blocker Merger”), with Chobani Inc. surviving. Chobani Inc. will transfer to HOOPP a combination of cash funded by a portion of the net proceeds of this offering and will issue shares of Class A common stock as merger consideration in connection with the Blocker Merger. As a result of the Blocker Merger, HOOPP effectively will have indirectly transferred Pre-IPO Class A Units representing a     % interest in Chobani Inc., and following completion of the Reorganization and the offering, HOOPP will indirectly own, through its ownership of Class A common stock, approximately     % of Chobani Inc. on a fully-diluted basis.

• The operating agreement of Chobani Global Holdings will be amended and restated (as amended and restated, the “CGH LLC Agreement”) to cause its membership units to be reclassified into:

• new Class A Units, held only by Chobani Inc., as the sole managing member of Chobani Global Holdings;

• new Class B Units (formerly Pre-IPO Class A Units) held by FHU US Holdings; and

• new Class M Units (formerly Pre-IPO Class B Units) held on behalf of certain Chobani employees indirectly through CGH Management Holdings.

• Chobani Inc. will cause Chobani Global Holdings to use a portion of the net proceeds of this offering to purchase                Class B Units held directly by FHU US Holdings and indirectly by Hamdi Ulukaya, and Chobani Inc. will issue shares of Class B common stock to FHU US Holdings, with the result that Hamdi Ulukaya will directly or indirectly own all the outstanding shares of Class B common stock. As a result, Hamdi Ulukaya effectively will have sold Class B Units representing a     % interest in Chobani Inc. and, following completion of the Reorganization and the offering, will directly or indirectly own approximately     % of Chobani Inc. on a fully-diluted basis.

• Chobani Inc. will cause Chobani Global Holdings to use a portion of the net proceeds of this offering to purchase Class M Units held by certain executive officers at a per-unit price equal to the excess of the per-share price paid by the underwriters for shares of our Class A common stock in this offering over the applicable threshold value of the Class M Unit. As a result the executive officers will have sold                 Class M Units.

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Chobani Inc. will have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common stock is entitled to ten votes per share on all matters presented to our stockholders generally until a Sunset (as described below) becomes effective. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our certificate of incorporation or as required by applicable law. The holders of Class B common stock will not have any economic rights, including any of the economic rights (including the rights to dividends) provided to holders of Class A common stock.

A “Sunset” becomes effective upon the earliest of (i) the date on which Hamdi Ulukaya and certain of his affiliates collectively cease to maintain beneficial ownership of at least 15% of the aggregate number of shares of Class B common stock owned by them after this offering and (ii) the 60th day after the death or incapacity of Hamdi Ulukaya, provided that such latter date may be extended but not for a total period of longer than 12 months from the applicable death or incapacity to a date approved by a majority of the independent directors then in office. See “Description of Capital Stock” for more information about the terms of the Class A common stock and Class B common stock.

After the closing of this offering, Class B Units may be exchanged for Class A common stock or, at the election of Chobani Inc. in its sole discretion, for cash, subject to certain restrictions pursuant to the CGH LLC Agreement. When Class B Units are exchanged for cash or shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of the Class B common stock.

All of the Pre-IPO Class B Units are held on behalf of certain Chobani employees indirectly through CGH Management Holdings. Following the adoption of the CGH LLC Agreement, the Pre-IPO Class B Units will be reclassified into Class M Units. Subject to certain restrictions, the CGH LLC Agreement will entitle any holder of Class M Units to exchange their vested Class M Units for cash or a number of shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units). Holders of “growth unit” awards under the 2016 Growth Sharing Plan and “value unit” awards under the 2020 Value Sharing Plan will have their vested awards settled in cash or shares of Class A common stock, at the election of Chobani Global Holdings in its sole discretion, subject to certain restrictions pursuant to the CGH LLC Agreement.

Chobani Inc. will enter into a tax receivable agreement (the “Tax Receivable Agreement”) for the benefit of certain direct and indirect beneficial owners of Pre-IPO Units (the “TRA Parties”), pursuant to which Chobani Inc. will pay to the TRA Parties 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and certain Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest). See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Chobani Inc.—Tax Receivable Agreement.”

The amount payable under the Tax Receivable Agreement will be based on an annual calculation of the reduction in our U.S. federal and state taxes resulting from the utilization of certain pre-IPO tax attributes and tax benefits resulting from sales and exchanges by the TRA Parties. See “Certain

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Relationships and Related Party Transactions—Proposed Transactions with Chobani Inc.—Tax Receivable Agreement.” We expect that the payments that we may be required to make under the Tax Receivable Agreement may be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and based on certain assumptions with respect to future exchanges and other items, we expect that future payments under the Tax Receivable Agreement relating to the purchase by Chobani Global Holdings of Class B Units and certain Class M Units in connection with this offering and in future exchanges to be approximately $          million (or approximately $          million if the underwriters exercise their option to purchase additional shares of the Class A common stock in this offering, the proceeds of which will be used to acquire additional Class B Units and certain Class M Units) and to range over the next 15 years from approximately $         million to $         million per year (or range from approximately $          million to $          million per year if the underwriters exercise their option to purchase additional shares of Class A common stock) and decline thereafter.

Similarly, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to the utilization of certain pre-IPO tax attributes acquired in the Blocker Merger to be approximately $         million and to range over the next 15 years from approximately $         million to $         million per year.

As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 15-year period will range from approximately $         million to $         million (or range from approximately $         million to $         million if the underwriters exercise their option to purchase additional shares of Class A common stock).

The estimates above are based on an initial public offering price of $         per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus.

The diagram below depicts our organizational structure following the consummation of the Reorganization and this offering.

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THE OFFERING

Issuer Chobani Inc.

Class A common stock offered by Chobani Inc.                  shares.

Underwriters’ option to purchase additional shares of Class A common stock from Chobani Inc.                  shares.

Class A common stock outstanding immediately after this offering                  shares of Class A common stock (or             shares of Class A common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full). Assuming the exchange of all Class B Units and Class M Units for shares of Class A common stock, we would have             outstanding shares of Class A common stock.

Class B common stock outstanding immediately after this offering              shares of Class B common stock (or              shares of Class B common stock if the underwriters exercise their option to purchase additional shares of Class A common stock in full). Class B common stock will be issued to holders of Class B Units in Chobani Global Holdings. Immediately following the offering, all of the issued and outstanding shares of Class B common stock will be beneficially owned by Hamdi Ulukaya.

Use of proceeds We estimate that the net proceeds from this offering, based on an assumed initial public offering price of $             per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and expenses of this offering but before deducting expenses of the Reorganization payable by us, will be approximately $             million, or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

We intend to cause Chobani Global Holdings to use

• $             million of the net proceeds to repay up to $530.0 million aggregate principal amount outstanding of the Senior Unsecured Notes;

• $              million of the net proceeds to repay up to $425.0 million aggregate principal amount outstanding of the Senior Secured Notes and to repay other indebtedness;

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• $             million, or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to purchase Class B Units of Chobani Global Holdings indirectly held by Hamdi Ulukaya, at a per-unit price equal to the per-share price paid by the underwriters for shares of the Class A common stock in this offering. Accordingly, we will not retain any portion of such proceeds;

• $             million of the net proceeds to purchase                 Class M Units from certain executive officers, at a per-unit price equal to the excess of the per-share price paid by the underwriters for shares of the Class A common stock in this offering over the applicable threshold value of the Class M Unit. Accordingly, we will not retain any portion of such proceeds; and

• $             million, or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to pay the cash consideration to HOOPP in connection with the Blocker Merger. Accordingly, we will not retain any portion of such proceeds.

We intend to cause Chobani Global Holdings to use approximately $             million, or approximately $             million if the underwriters exercise in full their option to purchase additional shares of common stock, of the remaining net proceeds to pay the expenses incurred by us in connection with this offering and the Reorganization and to use any amount remaining thereafter for capital investment or other general corporate purposes. See “Use of Proceeds” for a more complete description of the intended use of proceeds from this offering.

Controlled company After this offering, we expect to be a controlled company under the corporate governance rules of Nasdaq, and therefore we will be permitted to, and intend to, elect not to comply with certain corporate governance requirements thereunder. See “Management—Controlled Company Exemption.”

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Dividend policy We have no present intention to pay cash dividends on our common stock. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our existing and any future debt agreements and other factors that our board of directors deems relevant.

Holders of our Class A common stock are entitled to receive dividends when, as and if declared by our board of directors out of legally available funds. Holders of our Class B common stock will not be entitled to dividends distributed by Chobani Inc. because such shares are non-economic interests. The shares of Class B common stock are expected to have no (or nominal) value because such shares are non-economic interests and are expected to be generally non-transferable.

Following the Reorganization and this offering, Chobani Inc. will be a holding company and its sole asset will be ownership of the Class A Units of Chobani Global Holdings, of which it will be the managing member. Subject to funds being legally available for distribution, we intend to cause Chobani Global Holdings to make pro rata distributions to each of its members, CGH Management Holdings, Chobani Inc. and FHU US Holdings, in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to each member and to allow Chobani Inc. to make payments under the Tax Receivable Agreement. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, Chobani Inc. shall receive the full amount of its tax distribution before the other members receive any distribution and the balance, if any, of funds available for distribution shall be distributed to the other members pro rata in accordance with their assumed tax liabilities. See “Dividend Policy.”

Voting rights We will have two classes of authorized common stock: Class A common stock and Class B common stock.

Each share of Class A common stock entitles its holder to one vote per share on all matters

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presented to our stockholders generally, representing an aggregate of     % of the combined voting power of our issued and outstanding common stock upon completion of this offering (or     %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Each share of Class B common stock entitles its holder to ten votes per share on all matters presented to our stockholders generally until a Sunset becomes effective, representing an aggregate of     % of the combined voting power of our issued and outstanding common stock upon completion of this offering (or     %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock). After a Sunset becomes effective, each share of Class B common stock will entitle its holder to one vote per share instead of ten votes per share.

A “Sunset” becomes effective upon the earliest of (i) the date on which Hamdi Ulukaya and certain of his affiliates collectively cease to maintain beneficial ownership of at least 15% of the aggregate number of shares of Class B common stock owned by them after this offering and (ii) the 60th day after the death or incapacity of Hamdi Ulukaya, provided that such latter date may be extended but not for a total period of longer than 12 months from the applicable death or incapacity to a date approved by a majority of the independent directors then in office.

Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our certificate of incorporation or as required by applicable law. See “Description of Capital Stock.”

When Hamdi Ulukaya (or any other holder) exchanges Class B Units for cash or shares of our Class A common stock, at the election of Chobani Inc. in its sole discretion, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of the Class B common stock. See “Organizational Structure—Voting Rights of Common Stock.”

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Upon completion of this offering (assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock and after the transactions described herein under “Organizational Structure”), Hamdi Ulukaya, will indirectly own through his controlling ownership of FHU US Holdings, 100% of our Class B common stock (representing     % of the total combined voting power of our issued and outstanding common stock). As a result, Hamdi Ulukaya will be able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets. See “Risk Factors—Risks Relating to this Offering and Ownership of Our Common Stock—Hamdi Ulukaya will have the ability to direct the voting of a majority of the voting power of our common stock, and his interests may conflict with those of our other stockholders.”

CGH LLC Agreement The CGH LLC Agreement will entitle any holder of Class B Units to exchange their Class B Units for shares of Chobani Inc.’s Class A common stock on a one-for-one basis or, at Chobani Inc.’s election in its sole discretion, for cash. Subject to certain restrictions, the CGH LLC Agreement will entitle any holder of Class M Units to exchange their vested Class M Units for cash or a number of shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units). When a Class B Unit is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be retired. See “Organizational Structure—CGH LLC Agreement” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Chobani Inc.—CGH LLC Agreement.”

Tax Receivable Agreement Chobani Inc. will enter into the Tax Receivable Agreement for the benefit of the TRA Parties, pursuant to which Chobani Inc. will pay to the

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

TRA Parties 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and certain Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest). See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Chobani Inc.—Tax Receivable Agreement.”

Directed Share Program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to     % of the Class A common stock being offered for sale, to certain individuals associated with the Company. The sales will be made at our direction by              and its affiliates through a directed share program. We will offer these shares to the extent permitted under applicable regulations. Any directors and officers that buy shares of Class A common stock through the directed share program will be subject to a 180-day lock-up period with respect to such shares. The number of shares of Class A common stock available for sale to the general public in this offering will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock. See “Underwriting.”

Risk factors You should carefully read and consider the information set forth in the section entitled “Risk Factors” beginning on page 32, together with all of the other information set forth in this prospectus, before deciding whether to invest in our Class A common stock.

Symbol “CHO.”

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Unless otherwise noted, Class A common stock outstanding after the offering and other information based thereon in this prospectus does not include:

•                 shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

•                 shares of Class A common stock reserved for issuance upon exchange of Class B Units beneficially owned by Hamdi Ulukaya;

•                 shares of Class A common stock reserved for issuance upon exchange of vested Class M Units held on behalf of certain Chobani employees indirectly through CGH Management Holdings;

•                 shares of Class A common stock issuable under our 2021 Equity Incentive Plan (the “2021 Plan”) (under which no equity awards have been granted as of                , 2021), including                 shares of Class A common stock underlying restricted stock units or other awards to be granted to certain employees and non-employee directors pursuant to the 2021 Plan upon the effectiveness of the registration statement of which this prospectus forms a part;

•                 shares of Class A common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan (the “2021 ESPP”) (under which no equity has been issued as of                 , 2021);

•                 shares of Class A common stock reserved for issuance upon the conversion of vested value units issued or issuable under the 2020 Value Sharing Plan into shares of Class A common stock at settlement (under which                 Pre-IPO Class A Units are issued and outstanding as of                , 2021); and

•                 shares of Class A common stock reserved for issuance upon the conversion of vested growth units issued or issuable under the 2016 Growth Sharing Plan into shares of Class A common stock at settlement (under which                 Pre-IPO Class A Units are issued and outstanding as of                , 2021).

Unless otherwise indicated in this prospectus, all information in this prospectus assumes the completion of the Reorganization and that shares of our Class A common stock will be sold in this offering at $             per share (the midpoint of the price range set forth on the cover page of this prospectus).

Throughout this prospectus, we present performance metrics and financial information regarding the business of Chobani Global Holdings. This information is generally presented on an enterprise-wide basis. The new public stockholders will be entitled to receive a pro rata portion of the economics of Chobani Global Holdings’s operations through their ownership of our Class A common stock. Chobani Inc.’s ownership of Class A Units will represent a minority share of Chobani Global Holdings. Hamdi Ulukaya will continue to hold a majority of the economic interest in its operations as a non-controlling interest holder, primarily through direct and indirect ownership of Class B Units of Chobani Global Holdings. Prospective investors should be aware that the owners of the Class A common stock will be entitled only to a minority economic position, and therefore should evaluate performance metrics and financial information in this prospectus accordingly. To the extent Class B Units are exchanged for Class A common stock or, at the election of Chobani Inc. in its sole discretion, for cash, over time, the percentage of the economic interest in Chobani Global Holdings’s operations to which Chobani Inc. and the Class A common stockholders are entitled will increase proportionately.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth certain summary financial information and other data of Chobani Global Holdings on a historical basis. Chobani Global Holdings is considered our predecessor for accounting purposes and its consolidated financial statements will be our historical financial statements following this offering. The summary financial information for the years ended December 26, 2020, December 28, 2019 and December 29, 2018 have been derived from our audited consolidated financial statements prepared in accordance with U.S. GAAP. The summary historical consolidated financial data for the six months ended June 26, 2021 and June 27, 2020 have been derived from our unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP, which financial statements include, in the opinion of our management team, all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the period and dates presented. The summary historical consolidated financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus. Our historical results and growth rates are not necessarily indicative of the results or growth rates to be expected in future periods.

	Year Ended									Six Months Ended						Year Ended December 26, 2020	Six Months Ended June 26, 2021
	December 29, 2018			December 28, 2019			December 26, 2020			June 27, 2020			June 26, 2021			Pro Forma Chobani Inc.	Pro Forma Chobani Inc.
	(in thousands)
Income Statement Data:
Net sales	$	1,289,811		$	1,331,697		$	1,401,371		$	700,450		$	793,322		$	$
Costs and expenses
Costs of sales		956,452			1,003,948			1,091,156			547,073			619,893
Gross profit		333,359			327,749			310,215			153,377			173,429
Selling, general and administrative		272,243			250,650			266,135			127,588			137,232
Restructuring and other costs		1,707			446			2,330			—			3,275
Income from operations		59,409			76,653			41,750			25,789			32,922
Other (expense):
Interest expense		(93,201	)		(95,135	)		(96,278	)		(45,393	)		(45,634	)
Gain on extinguishment of debt		17,721			—			—			—			—
Other (expense) income		(9,076	)		1,321			(1,050	)		(153	)		1,337
Currency gain (loss)		169			(786	)		(39	)		(100	)		33
Total other expense		(84,387	)		(94,600	)		(97,367	)		(45,646	)		(44,264	)
Loss before income taxes		(24,978	)		(17,947	)		(55,617	)		(19,857	)		(11,342	)
Income tax expense		1,440			1,484			3,105			502			568
Net loss	$	(26,418	)	$	(19,431	)	$	(58,722	)	$	(20,359	)	$	(11,910	)	$	$
Other Financial Data:
Cash	$	45,202		$	47,474		$	90,433		$	56,786		$	59,214		$	$
EBITDA(1)	$	169,389		$	173,703		$	149,647		$	79,569		$	87,336		$	$
Adjusted EBITDA(1)	$	158,411		$	177,170		$	191,013		$	98,606		$	100,071		$	$
Capital expenditures	$	65,735		$	83,071		$	73,461		$	52,898		$	41,105		$	$

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	Year Ended December 26, 2020		Six Months Ended June 26, 2021
	Actual		Actual		As Adjusted(*)
	(in thousands except ratios)
Credit Statistics:
Interest Expense	$	96,278	$	45,634	$
Secured Debt		885,934		863,177
Total Debt		1,393,449		1,372,446
Net Secured Debt to Adjusted EBITDA		4.2x		4.2x
Net Total Debt to Adjusted EBITDA		6.8x		6.8x
Adjusted EBITDA to Interest Expense		2.0x		2.2x

(*) As adjusted to give effect to the offering and the use of proceeds from the offering, assuming an initial public offering price of $            per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus.

(1) We use EBITDA and Adjusted EBITDA to evaluate operating performance, specifically with relation to cash flow, debt capacity, and compliance with our debt instruments. In addition, we believe the use of EBITDA and Adjusted EBITDA facilitates operating performance comparisons from period-to-period and provides a supplemental understanding of the factors and trends affecting our business. However, management analyzes these metrics in conjunction with traditional U.S. GAAP operating performance and liquidity measures as part of its overall assessment of company performance and liquidity, and does not rely on these measures as its only measures of operating performance and liquidity.

EBITDA consists of net (loss) before interest expense, income tax provision, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for unusual items and other adjustments such as gain on extinguishment of debt, asset impairment and gain or loss on disposals, restructuring costs, stock based compensation expense, costs related to new platforms, and non-recurring and other charges. We do not believe these items and adjustments are indicative of our ongoing operating performance.

However, EBITDA and Adjusted EBITDA are not measurements of financial performance under U.S. GAAP and our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider our EBITDA or Adjusted EBITDA as an alternative to net (loss) determined in accordance with U.S. GAAP, as an indicator of our operating performance or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, or as an indicator of cash flows, or as a measure of liquidity. The following is a reconciliation of EBITDA and Adjusted EBITDA to net loss:

	Year Ended									Six Months Ended
	December 29, 2018			December 28, 2019			December 26, 2020			June 27, 2020			June 26, 2021
	(in thousands)
Net loss	$	(26,418	)	$	(19,431	)	$	(58,722	)	$	(20,359	)	$	(11,910	)
Interest expense		93,201			95,135			96,278			45,393			45,634
Income tax provision		1,440			1,484			3,105			502			568
Depreciation and amortization		101,166			96,515			108,986			54,033			53,044
EBITDA	$	169,389		$	173,703		$	149,647		$	79,569		$	87,336
Costs related to new platforms(a)	$	—		$	54		$	16,284		$	15,281		$	2,600
Stock compensation costs		1,483			3,975			4,429			2,351			2,097
Restructuring costs		1,707			446			2,330			—			3,275
Non-recurring and other charges(b)		—			(1,852	)		3,351			1,426			4,774
Asset impairment and gain / loss on disposal		3,553			844			14,972			(21	)		(11	)
Gain on extinguishment of debt		(17,721	)		—			—			—			—
Adjusted EBITDA	$	158,411		$	177,170		$	191,013		$	98,606		$	100,071

(a) Represents the costs associated with the launch of new product platforms.

(b) Represents charges relating to initial public offering transaction costs, COVID-19 expenses and income effect from swap derivatives.

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RISK FACTORS

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks and uncertainties described below, together with all other information contained in this prospectus, including our consolidated financial statements and the related notes appearing at the end of this prospectus, before deciding to invest in our Class A common stock. The occurrence of any of the following risks, as well as any risks or uncertainties not currently known to us or that we currently do not believe to be material, could materially and adversely affect our business, prospects, financial condition, results of operations and cash flow, in which case, the trading price of our Class A common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business and Industry

Changes in the market price of milk or cream or interruption in our supply of milk could materially and adversely affect our results of operations, financial condition, and business prospects.

Raw milk is one of the primary raw materials we use to produce our products, and as we pursue our growth strategy we expect our raw milk demands to continue to grow. The continuity of raw milk supply is of critical importance to our business and the market price for raw milk significantly affects our operating results. The dairy industry continues to experience periodic imbalances between supply and demand for raw milk. In general, the pricing of raw milk is affected by a relative inelasticity of supply and demand, often resulting in small changes in production or demand having a large effect on prices. Changes in the price of milk have in the past, and may in the future, have a material adverse effect on our business, prospects, results of operations, and financial condition.

Historically, the price of milk has fluctuated widely. Cost increases in certain fluid milk components could cause our profits to decrease significantly compared to prior periods, as we may be unable to increase the retail prices of our products to offset the increased cost of our raw materials. Our limited ability to increase retail yogurt prices in the United States is dictated by competition and consumer sentiment. We have evaluated the possibility of hedging our milk exposure from time to time, and may choose to do so in the future.

The production and sale of milk, including the price of raw milk, is regulated through federal market orders and price support programs. To mitigate the impacts of fluctuating milk prices, we purchase a significant portion of our raw milk in federally regulated areas at federally mandated prices and have limited ability to control pricing as a result. For example, we purchase Class II milk (milk used for “soft” manufactured products such as yogurt) and Class III milk (milk used for the production of hard cheeses) from a limited number of raw milk suppliers and depend on one of those suppliers for a significant portion of our raw milk supply. Our raw milk supply is limited by the ability of individual dairy farmers to provide raw milk in the amount and quality to meet our requirements. Raw milk production is, in turn, influenced by a number of factors that are beyond our control including:

• seasonal factors: dairy cows generally produce more milk in temperate weather than in cold or hot weather and extended unseasonably cold or hot weather could lead to lower than expected production;

• environmental factors: the volume and quality of milk produced by dairy cows is closely linked to the quality of the nourishment provided by the environment around them, and, therefore, if environmental factors cause the quality of nourishment to decline, milk production could decline and we may have difficulty finding sufficient raw milk; for example, a major outbreak of mad cow disease (bovine spongiform encephalopathy) or other serious disease in any principal region supplying our raw milk could lead to significant shortfalls in the supply and quality of our raw milk; and

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• governmental, agricultural and environmental policy: declines in government grants, subsidies, provision of land, technical assistance and other changes in agricultural and environmental policies may have a negative effect on the viability of individual dairy farms, and the numbers of dairy cows and quantities of milk they are able to produce.

Cream is a natural by-product of our yogurt manufacturing process. We sell cream, which is primarily purchased for the production of butter, and such sales can serve as a partial hedge against milk prices. Historically, the prices of milk and cream have generally increased or decreased together. However, their prices are subject to unpredictable movements. For example, during the novel coronavirus (“COVID-19”) pandemic, we experienced reduced cream sales due to declines in the food service industry generally, at the same time that we saw higher prices for other milk components. A change in the market price of milk and cream could materially and adversely affect our profitability, results of operations, and financial condition.

We depend on one supplier for a significant portion of our North American raw milk, a shortage of which could result in reduced production and sales revenues or increased production costs. We also may be exposed to the risks associated with failure in such supplier’s quality control processes.

We source approximately 75% of our North American raw milk from one supplier, Dairy Farmers of America, Inc. (“DFA”), a large U.S. milk marketing cooperative. If DFA fails to deliver the raw milk we need on the terms we have agreed, we may be challenged to secure alternative sources at commercially acceptable prices or on other satisfactory terms, in a timely manner. Any extended delays in securing an alternative source could result in production delays and late shipments of our products to distributors and end customers, which could materially and adversely affect our customer relationships, profitability, results of operations, and financial condition. If we are forced to expand our sources for raw milk as we attempt to implement our growth strategy, it may become increasingly difficult for us to maintain expected production levels, due to the limited availability of raw milk that meets our quality standards. DFA is also a significant customer to whom we sell cream. Any impairment of our relationship with DFA could materially and adversely affect our results of operations and financial condition.

Raw material and packaging costs are volatile and may rise significantly, which may negatively impact the profitability of our business.

We purchase large quantities of raw materials. Our principal raw materials include milk, fruit, nuts and packaging. Costs of ingredients and packaging materials are volatile and fluctuate due to conditions that are difficult to predict, including commodities market fluctuations, currency exchange rates, imbalances between supply and demand, speculative influences, trade agreements among producing and consuming nations, supplier compliance with commitments, import/export requirements for raw materials and finished goods, transportation costs, extreme or unusual weather conditions and natural disasters, manmade disasters (such as the major electric power shortage that occurred in Texas in February 2021), pandemics, political unrest in producing countries, and changes in governmental agricultural programs and energy policies, as well as other factors outside of our control. Continued volatility in the prices of raw materials and other supplies we purchase could increase our cost of sales and reduce our profitability. We generally do not secure raw materials capacity and pricing for more than a year forward, nor do we hedge pricing or availability of any raw or packaging materials. However, in the future, we may use futures, financial swaps and option contracts to hedge pricing or availability of milk and other raw or packaging materials. Any material upward movement in raw materials pricing could negatively impact our margins if we are not able to pass these costs on to our customers. Additionally, should raw materials prices move meaningfully lower there is no guarantee our customers will not ask us to pass some or all of our savings on to them in the form of

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price reductions or switch to competitors who do so. If we are not successful in managing the costs of our principal raw materials, if we are unable to increase our prices to cover increased costs or if such price increases reduce our sales volumes, then such increases in costs could materially and adversely affect our business, results of operations, and financial condition.

Future raw material prices may be impacted by new laws or regulations, suppliers’ allocations to other purchasers, interruptions in production by suppliers, natural disasters, pandemics, volatility in the price of crude oil and related petrochemical products, transportation costs and changes in exchange rates, which could materially and adversely affect our business, results of operations, and financial condition.

The limited availability of raw materials and packaging materials could materially and adversely affect our business, financial condition, and results of operations.

Our ability to ensure a continuing supply of raw materials and packaging materials depends on many factors beyond our control. The factors that may adversely impact the supply of raw materials include, the availability of vendors that grow, process, and market ingredients (including dairy farmers and other raw material suppliers), the vagaries of these farming businesses (including poor harvests), climate conditions, such as adverse weather conditions, natural disasters, floods, droughts, water scarcity, temperature extremes, frosts, earthquakes, hurricanes, fires, and pestilences, global or regional health crises, acts of war and terrorism (including bioterrorism), changes in national and world economic and geopolitical conditions, and our ability to forecast our ingredient requirements. The supply and costs of obtaining packaging materials are volatile and can fluctuate due to conditions that are difficult to predict, including global competition for resources, weather conditions, consumer demand and changes in governmental trade policies and regulations.

We maintain relationships with suppliers with the objective of ensuring that we have adequate sources for the supply of our primary raw and packaging materials. However, increases in demand for such materials, both within our industry and in general, limited availability and adverse weather conditions and natural disasters, among other factors, can result in shortages and higher costs. Further, adverse weather conditions and natural disasters may impede our primary suppliers from meeting our delivery schedules, may contribute to the loss of a significant supplier or result in a supplier’s failure to meet our performance and quality specifications. If supplies of raw or packaging materials are reduced for any reason or there is greater demand for such materials from us and others, we may not be able to obtain sufficient supply on favorable terms or at all, which could impact our ability to supply products to distributors and retailers and could materially and adversely affect our business, results of operations, and financial condition.

In addition, we are subject to risks related to the availability of natural ingredients. A trend toward increased consumer preference for packaged goods made with natural ingredients places greater competitive demand on ingredients we source. Concurrently, the number of certifications and quality requirements demanded by consumers for the products we produce results in a diminished pool of available vendors and supply chains from which to source. As additional retailers require or consider requiring more of their products to be non-GMO, we may face increased competition for sources of raw materials that are non-GMO. Such industry pressure may be particularly problematic in the United States, where most farmers produce genetically modified foods, making it more difficult to source non-GMO ingredients and raw materials. For example, natural ingredients which are also kosher-certified and sourced from non-GMO supply chains are less plentiful and available from fewer suppliers than their conventional counterparts. We recently partnered with a leading third-party certifier of Fair Trade products in North America to launch a first-of-its-kind Fair Trade certification program for dairy, under which certain of our yogurt product SKUs are Fair Trade Certified. Unforeseen shortages or increased pricing for Fair Trade Certified dairy, or other certified ingredients, may result in unfavorable

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business decisions to deprioritize certain claims or certifications, which may negatively impact consumers’ preferences for our products. An inability to source our natural or certified ingredients on competitive pricing terms could materially and adversely affect our profitability, results of operations, financial condition, and business prospects.

Because we rely on a limited number of suppliers for raw materials, such as DFA, we may not be able to obtain raw or other prepared materials used in our manufacturing process on a timely basis or in sufficient quantities to produce our products.

We rely on a limited number of vendors to supply us with raw materials. Our financial performance depends in large part on our ability to arrange for the purchase of raw materials in sufficient quantities at competitive prices. We are not guaranteed continued supply, pricing, or access to raw materials from some of these sources. Any of our suppliers could discontinue or seek to alter their relationship with us. For example, we may be adversely affected if they raise their prices, stop selling to us or our co-manufacturers, or enter into arrangements that impair their ability to provide raw materials for us.

Any disruption in our supplier relationships could have a material adverse effect on our business. Events that adversely affect our suppliers could impair our ability to obtain raw material inventory in the quantities that we desire. Such events include problems with our suppliers’ businesses, finances, labor relations, ability to import raw materials, costs, production, quality control, insurance and reputation, as well as natural disasters, pandemics, or other catastrophic occurrences. A failure by any current or future co-manufacturer to comply with food safety, environmental or other laws and regulations, source raw materials, meet required timelines, adhere to COVID-19 guidelines and state executive orders, and hire and retain qualified employees may disrupt our supply of products.

If we experience significant increased demand for our products or need to replace an existing supplier, there can be no assurance that additional supplies of raw materials will be available when required on acceptable terms, or at all, or that any supplier would allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our strict quality standards. Even if our existing suppliers are able to expand their capacity to meet our needs or we are able to find new sources of raw materials, we may encounter delays in production, inconsistencies in quality, and added costs. We are not likely to be able to pass increased costs to the customer immediately, if at all, which may decrease or eliminate our profitability in any period. Any delays or interruption in or increased costs of our supply of raw materials could have a material and adverse effect on our ability to meet consumer demand for our products and result in lower net sales and profitability both in the short and long term.

Changes in the food industry, including changing dietary trends and consumer preferences, may have a material adverse effect on our brand loyalty, net sales, results of operations, and financial condition.

Consumer tastes and preferences can change rapidly due to many factors, including shifting consumer preferences, dietary trends, and purchasing patterns. Consumers focus on dietary, fitness, and health and wellness trends, different nutritional aspects and health effects of foods and beverages, lactose intolerance, preference for vegan or plant-based products, sourcing practices relating to ingredients, animal welfare, and environmental concerns. If we fail to anticipate, identify, or react to changes in consumer focus and food and beverage industry trends, we could experience reduced consumer demand and price reductions, which could cause our revenue and profitability to decrease. Demand for our products could also be adversely affected by changes in general economic conditions, demographic trends, customer confidence in the economy, changes in government regulations or policies, and changes in discretionary consumer income. As a consequence of the COVID-19

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pandemic, we experienced reduced product consumption at food service outlets and decreased cream sales. This decrease was positively offset by an accelerated shift in consumer channel preferences and package configurations, including strong sales at retail and warehouse clubs and increased levels of at-home product consumption and demand for multi-serve and multi-pack products. Such changes in consumer behavior, the longevity of which is currently unclear to us, have and may continue to impact our profitability and may require us to add costs and make investments to adapt to serve these preferences. A significant shift in consumer demand away from our products could reduce our sales or our market share and the prestige of our brand, which would harm our business and financial condition.

Our efforts to expand into new product categories may be unsuccessful.

Our success depends, in part, on our ability to anticipate the tastes, preferences, and dietary habits of consumers and to offer products that appeal to their needs and preferences on a timely and affordable basis. It is difficult to successfully predict the products our customers will demand. The development of new products requires significant investment in research and development, testing, formulation and potential manufacturing process changes and enhancements. The product innovation process can be long, costly and its outcome can be uncertain. We may not be successful in developing, introducing on a timely basis or marketing any new or enhanced products, and specifically, the sales volumes for new or enhanced products may not reach anticipated levels. Further, our new products may not achieve market acceptance, grow revenue at expected growth rates, or become profitable. We also may incur expenses and capital expenditure costs relating to the development of new products, including costs incurred in connection with the development and adoption of new production safety protocols, that do not generate a positive return on our investment. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend on our continued ability to develop and introduce innovative, high-quality products and, in some cases, acquire or develop the intellectual property necessary to develop new products or improve our existing products. There are inherent risks associated with new product or packaging introductions, including uncertainties about trade and consumer acceptance or potential impacts on our existing product offerings. Several products we have introduced did not enjoy success and have been or are being discontinued. The long-term success of these products or any we may introduce in the future is not guaranteed or known at this time.

Our continued success depends to a large extent on our ability to innovate successfully and introduce new products in fast growing and profitable categories on a cost-effective basis.

One way to achieve growth is to enhance our product portfolio by adding innovative new products in faster growing and more profitable categories. The food industry and retailers in the grocery industry use new products as a way of creating excitement and a variety of choices in order to attract new consumers and increase demand among existing consumers. Consumer behavior related to nutrition and food choice is changing at a more rapid rate than ever. Our future results will depend on our ability to increase market share in existing categories, such as through the introduction of new products in the yogurt category, as well as to introduce innovative new products in faster-growing and potentially more profitable categories to keep up with changing consumer tastes, preferences, and trends. We operate in the highly competitive yogurt, plant-based milk, coffee creamers, ready-to-drink coffee and non-dairy probiotic beverages categories. We face significant competition in each of our product categories from large national and international companies and a number of smaller manufacturers in addition to private label products. These competitors and others may be able to introduce innovative products more quickly or market their products more successfully than we can, which could cause our growth rate in certain existing categories to be slower than anticipated or render such products unattractive to consumers, which could cause us to lose sales. Our competitors also may choose to increase price promotions or may be more effective with their promotional programs, which may impact our volume

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growth, price realization and market share. If our products are unable to compete successfully with other branded or private label offerings in existing categories, we may be unable to grow existing market share, or may lose market share in such categories.

Our success in new product development is dependent, in part, on our ability to anticipate and react to consumer preferences and dietary trends to leverage our research and development capabilities, and to launch new or improved products successfully and on a cost-effective basis. The development and introduction of new products can require substantial research and development and marketing expenditures, which we may be unable to recover if the new products do not achieve commercial success or gain widespread market acceptance. New products may not achieve success in the marketplace, due to lack of demand, failure to meet consumer tastes, preferences, or other factors. Product innovation may also result in increased costs resulting from the use of new manufacturing techniques, capital expenditures, new raw materials and ingredients, new product formulations, new product packaging, and possibly new manufacturing partners. Some of our recent launches, such as Greek Yogurt with Nut Butter, were not successful. Additionally, the introduction of new products could also divert resources and attention from existing products or cannibalize sales of our existing products and be decretive in margin and net sales. As a result, even if new products are successful, they could cause our overall profit margins to decline. If we are unsuccessful in our efforts to maintain market share in existing categories, our product innovation efforts are unsuccessful or unprofitable or demand for our products declines, our sales, profitability, results of operations, and financial condition could be materially adversely affected.

If we lose one or more of our major customers or if any of our major customers experiences significant business interruption, our results of operations could be adversely affected.

We are substantially dependent on relationships with our key customers, including leading national and regional retailers, food service distributors and wholesalers across the United States and Australia. We do not have long-term contracts with our customers, and as a result, our customers could significantly decrease or cease their business with us with limited or no notice. As of June 26, 2021, two customers individually accounted for approximately 10% of our net sales. These key customers purchase our food and beverage products. Our net sales also include sales of cream, which is a natural byproduct of our yogurt making process. The competition to supply products to high-volume retailers is intense. The loss of one or more major customers, a material reduction in sales to these customers as a result of competition from other food and beverage manufacturers or the occurrence of a significant business interruption of our customers’ operations would result in a decrease in our revenues, operating results, and earnings. We may be similarly negatively impacted if any of our key customers change their pricing and margin expectations or business strategies as a result of industry consolidation or otherwise. In the event of key customer consolidation, we may lose key business if the surviving entities do not continue to purchase products from us or reduce the number of our products they carry or the amount of shelf space they allocate to our products and categories, or increase their emphasis on competing categories or brands. Any inability to resolve a significant dispute with any of our key customers, a change in the business condition (financial or otherwise) of any of our key customers, even if unrelated to us, or the loss of or a reduction in sales or anticipated sales to one or more of our most significant distributors or retailers may negatively affect us. Further, retail customers may continue to consolidate, resulting in fewer but larger customers across various channels. These larger customers may seek to leverage their positions to improve their profitability by demanding improved efficiency, lower pricing, more favorable terms, increased promotional spend, or specifically tailored product or promotional offerings, which may have a material adverse effect on our business, results of operations, and financial condition. A reduction in sales to one or more major customers could have a material adverse effect on our business, financial condition, and results of operations.

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Changes in consumer spending and general economic conditions may have a material adverse effect on our brand loyalty, net sales, results of operations, and financial condition.

Consumer purchases of discretionary items, including health conscious items like our products, generally decline during weak economic periods and other periods where disposable income is adversely affected. Concerns related to the ongoing COVID-19 pandemic have contributed to a shift in consumer shopping patterns towards grocery store purchases for household staples, and away from other retail and food service outlets. Shifts in consumer behavior and preferences such as these may require us to adapt, increase the speed and efficiency of investment in product development, the introduction and marketing of innovative new product lines, and the expansion or modification of current product offerings to ensure continued growth and profitability. Consumers may reduce the number of natural and nutritional products that they purchase because such products generally have higher retail prices than their conventional counterparts. In addition, retailers are increasingly offering competing private label products, which generally have lower retail prices than their branded counterparts and may also seek to reduce their inventories in response to challenging economic conditions. In those circumstances, we could experience a decrease in sales of our products. Consumers’ willingness to purchase our products will depend upon our ability to offer products that appeal to consumers at the right price. If we fail to use our sales and marketing expertise to respond to these trends in a way that is beneficial to us and to our customers, or if we lower our prices or increase promotional support of our products and are unable to increase the volume of our products sold, our profitability and financial condition could be materially adversely affected. It is also important that our products are perceived to be of a higher quality than less expensive alternatives. If the difference in quality between our products and those of private label brands or lower priced brands narrows or if such difference in quality is perceived to have narrowed, then consumers may not buy our products. Furthermore, during periods of economic uncertainty, consumers may shift their purchases to lower-priced or private label products or forego certain purchases altogether. Our performance is subject to factors that affect economic conditions in the United States and globally, including consumer confidence, employment levels, disposable income, availability of consumer credit, consumer debt levels, energy costs, residential real estate and mortgage markets, taxation, interest rates, and other factors. A change in consumer discretionary spending, due to economic downturn, pandemic, or other reasons, may have a material effect on sales. Declining customer demand for our products could have a material adverse effect on our brand loyalty, net sales, results of operations, and financial condition.

Maintaining, extending, and expanding our reputation and brand image is essential to our business success.

Our success depends on our ability to maintain brand image for our existing products, extend our brand into new categories and geographies and to new distribution platforms, including online, and expand our brand with new product offerings. We seek to maintain, extend, and expand our brand image through public relations activities and marketing investments, including advertising and consumer promotions and product innovation. Increasing attention on the role of food and beverage marketing could adversely affect our brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Any state or federal labeling rule change that restricts our ability to differentiate the quality and character of our products from our competition could affect our operating results. For instance, like other food companies, we are subject to strict regulations regarding the declaration of allergens in our products, and we must adhere to various regulations and limitations pertaining to our use of product-related claims on labeling and advertising, including “non-GMO ingredients,” “rBST-free” and “kosher certified.” Increased legal or regulatory restrictions on our advertising, consumer promotions, and marketing could limit our efforts to maintain, extend, and expand our brand.

In addition, our success in maintaining, extending, and expanding our brand image depends on our ability to adapt to a rapidly changing marketing and media environment, including our reliance on

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social media and online dissemination of marketing and advertising campaigns. We are active in social media as an important medium for our marketing efforts. Therefore, any negative posts or comments about us, our brands, our products, our customers, or any of our employees on social networking web sites (whether factual or not), security breaches related to use of our social media or related impacts of withdrawn public support (known popularly as “cancel culture”) and failure to respond effectively to these posts, comments, or activities could damage our reputation and brand image across the various regions in which we operate and threaten our sales and profitability. The costs of maintaining, extending, and enhancing our brands may increase. We might fail to invest sufficiently in maintaining, extending, and expanding our brand image. If we do not successfully maintain, extend, and expand our reputation and brand image, then our brand, product sales, financial condition, and results of operations could be materially and adversely affected.

Price increases may not be sufficient to offset cost increases and maintain profitability or may result in sales volume declines associated with pricing elasticity.

We may be able to pass some or all raw material and other input cost increases to customers by increasing the selling prices of our products, reducing promotional discounts or modifying the size of our products; however, higher product prices or decreased promotional spend or product sizes may result in a reduction in sales volume or consumption. Additionally, our ability to improve and maintain sales volume levels may be jeopardized by competitive pricing pressures. If our competitors are able to offer their products at more favorable prices to customers, our sales may decline and we may lose market share for our products. If we are not able to increase our selling prices, or reduce promotional spend sufficiently or in a timely manner, to offset increased raw material, energy, or other input costs, our financial condition and results of operations could be materially adversely affected.

Issues or concerns related to the quality and safety of our products, ingredients, labeling, or packaging could cause a product recall or result in regulatory investigations and litigation or result in harm to our reputation, negatively impacting our operating results.

In order to sell our products, it is important that we maintain a good reputation with our customers and consumers. Issues or concerns related to the quality and safety of our products, ingredients, labeling, or packaging could jeopardize our image and reputation. Negative publicity related to these types of issues or related to product contamination, product quality or product tampering, whether valid or not, or whether or not we are at fault, could decrease demand for our products, harm our relationship with our customers, impact consumer perception of or reduce consumer confidence in our products, or cause production and delivery disruptions. Our products could be subject to a voluntary or involuntary product recall or market withdrawal if any of our products, due to suspected or confirmed product contamination, adulteration, product mislabeling or misbranding, tampering, undeclared allergens or other deficiencies, could potentially be unfit for consumption or cause injury, illness, or death, or if the products or we or our suppliers or co-manufacturers are found to be noncompliant with regulatory requirements. For example, in September 2013 we announced a voluntary recall of our Greek yogurt products manufactured in our Twin Falls, Idaho plant. We received recognition from the FDA on November 13, 2015 that the recall was completed and that there was proper disposition of the recalled product by us.

If any of our products becomes subject to a product recall or market withdrawal, whether voluntary or involuntary, our costs to conduct such recall or market withdrawal could be significant, we may be required to destroy product inventory, require customers to remove product from shelves and in inventory, sales may be reduced, and our reputation could be harmed, which could materially adversely affect our financial performance. In addition, any adverse food safety event could result in mandatory or voluntary product withdrawals or recalls and regulatory and other investigations, any of which could disrupt our operations, increase our costs, require us to respond to findings from

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regulatory agencies that may divert resources and assets, and result in potential civil fines and penalties as well as other legal action. These events can occur whether or not we are at fault as we have limited control over handling procedures once our products have been shipped for distribution. We could also be subject to litigation and class actions or government actions in the future relating to these events, which could result in payments of fines or damages. Costs associated with product recalls, market withdrawals, and related litigation or government actions and marketing related to the re-launch of such products, could materially and adversely affect our operating results.

In addition, certain products or product components are manufactured by our co-manufacturing partners. We do not control the manufacturing processes of, and rely upon, our co-manufacturers for compliance with current good manufacturing practices for the manufacturing of our products. If we or our co-manufacturers cannot successfully manufacture products that conform to our specifications and the strict regulatory requirements of the FDA or other regulatory regimes, we or they may be subject to adverse inspectional findings or enforcement actions, which could materially impact our ability to market our products, could result in our co-manufacturers’ inability to continue manufacturing for us or could result in a recall of products that have already been distributed.

We may be subject to significant liability should the consumption of any of our products cause or be claimed to cause illness or physical harm.

We sell products for human consumption, which involves risks such as product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, manufacturing, storage, handling or transportation phases, product tampering, allergens, and other adulteration, mislabeling and misbranding. Further, we rely on third-party service providers to operate certain Chobani-branded cafés, making it difficult to monitor food safety compliance and increasing the risk foodborne illnesses. We may also be subject to claims or lawsuits resulting in liability for actual or claimed harm, injuries, illness, or death. Any of these events may result in a material adverse effect on our business. Even if a product liability claim or lawsuit is baseless, unsuccessful or not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution that we may have against others. We maintain general liability and product liability, property, worker’s compensation, business interruption, director and officer, and other insurance in amounts and on terms that we believe are customary for similarly situated companies. However, we cannot be sure that this insurance will be adequate to cover all potential hazards incidental to our business or that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. For example, a product liability judgment against us or a product recall could have a material adverse effect on our business, results of operations, financial condition, and liquidity. We may incur significant expenses in defending these lawsuits and claims and repairing any reputational damage. Additionally, adverse publicity about regulatory or legal action against us, product or ingredient quality and safety, labor issues, or environmental and human rights risks in our supply chain could damage our reputation and brand image, undermine our customers’ confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or these matters are immaterial to our operations. This could have a material adverse effect on our profitability, financial condition, and results of operations.

If we are not successful in expanding sales in alternative retail channels, such as e-commerce retailers, our business, or financial results may be negatively impacted.

Alternative retail channels, such as e-commerce retailers (including as a result of the integration of traditional and digital operations at key retailers), subscription services, direct-to-consumer brands,

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convenience stores, colleges and drug stores, have become more prevalent. This trend away from traditional retail grocery, and towards such channels, is expected to continue in the future. Conducting sales of our products through e-commerce channels is more challenging than completing such sales through traditional retail channels. If we are not successful in expanding sales in alternative retail channels, our business or financial results may be negatively impacted. In particular, substantial growth in e-commerce has encouraged the entry of new competitors and business models, intensifying competition by simplifying distribution and lowering barriers to entry. Concerns related to the ongoing COVID-19 pandemic have contributed to an accelerated consumer shift towards e-commerce and other online retail activity. The expanding presence of e-commerce retailers has impacted, and may continue to impact, consumer preferences and market dynamics, which in turn may negatively affect our sales or profits. The Internet and mobile networks provide new, rapidly evolving, and intensely competitive channels for the sale of all types of goods and services. Customers who purchase our food products have many alternatives, and merchants have other channels to reach customers. We expect competition to continue to intensify. Online and offline businesses compete with each other, and our competitors include a number of online and offline food and beverage companies with greater resources, large user communities and well-established brands. In addition, these alternative retail channels may create consumer price deflation, affecting our retail customer relationships and presenting additional challenges to increasing prices in response to commodity or other cost increases. Also, if these alternative retail channels, such as e-commerce retailers, were to take significant share away from traditional retailers, where we generate a greater share of revenue, our financial results could be negatively impacted.

The categories in which we participate are very competitive, and increased marketplace competition or our inability to compete effectively could hurt our business and market demand for new and existing products could decline.

The food and beverage categories in which we participate are intensely competitive and some of our competitors are large companies that have significant resources and substantial international operations across multiple products and categories with lower fixed costs or are substantially less leveraged than us. Competition in these industries is based on product quality, taste, functional benefits, convenience, brand loyalty, positioning, product variety, product packaging, shelf space, price, promotional efforts, and ingredients. In order to protect our existing market share or capture additional market share in this highly competitive environment, we may be required to increase expenditures for promotions and advertising, continue to introduce and establish new products that appeal to our customers and support those products with associated capital expenditures and investments in marketing. We are developing a direct from retail experience on our website that facilitates transactions between our consumers and our retail partners, but there is no guarantee this offering or any of our current and future e-commerce initiatives will be successful. Due to inherent risks in the marketplace associated with advertising and new product introductions, including uncertainties about customer and consumer acceptance, food and beverage industry trends, and consumer health concerns, increased expenditures may not prove successful in maintaining or enhancing our market share and could result in lower sales and profits. Increased competition can reduce our sales due to loss of market share or because we reduce prices to respond to competitive and customer pressures. In addition, we may incur increased credit and other business risks because we operate in a highly competitive retail environment. Competitive pressures also have restricted our ability to increase prices, including in response to commodity and other cost increases. Our profits could decrease if a reduction in prices or increased costs are not counterbalanced with increased sales volume. We cannot assure you that we will be able to compete effectively against current and future competitors and increased competition may result in shifting market trends we are unable to react to, pricing pressures, reduced margins, and loss of market share, any of which could have a material adverse effect on our business, financial condition, or results of operations.

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We are primarily dependent on sales of a single product category.

Our future results will depend on our ability to continue to drive revenue growth in the yogurt category. Historically, we have derived a substantial portion of our revenue and profitability from sales of our Greek yogurt products, and we expect to continue to derive significant revenue from sales of such products for the foreseeable future. The success of Greek yogurt products has been supported by shifting consumer preference and growing demand for natural, low-fat, high-protein food products. The U.S. yogurt category has grown in six of the last seven quarters and consumer food spend for at-home consumption has grown at a 3.1% CAGR since 2019. Since 2009, the overall United States spoonable yogurt market has grown from $4.5 billion at a CAGR of 3.6% to $7.1 billion in retail sales for the 52-weeks ended August 21, 2021. The Greek yogurt segment has led this growth, growing from 4.4% to 46.3% market share over that same time period, with $3.3 billion in retail sales, which represents a 24% CAGR. A decline in the overall yogurt and Greek yogurt markets could have a material adverse effect on our profitability, results of operations, and financial condition. Further, a decline in the price of these products, whether due to competition or otherwise, or our inability to drive revenue growth in this product category, would harm our business and operating results more seriously than it would if we derived significant revenue from a variety of product categories.

Our failure to achieve anticipated efficiencies and margin improvement could adversely affect our business and results of operations.

We strive to improve operating margins through sales growth, reasonable price increases, the application of leverage and scale to improve our purchasing power, productivity gains, and improved manufacturing techniques, but we may not achieve the desired improvements. These activities depend on a combination of improved product design and formulations, effective manufacturing process control initiatives, cost-effective production, reduction in supplier pricing, and other efforts made to sustain a robust pipeline of new products that may not be successful. The success of sales growth and price increases depends not only on our actions but also on the strength of customer demand and competitors’ pricing responses, which we cannot predict. Failure to successfully implement actions to improve operating margins could adversely affect our business, financial condition, or results of operations.

Failure to maintain sufficient capacity or expand production capacity may result in our inability to meet customer demand or increase our operating costs and capital expenditures.

The success of our business depends, in part, on maintaining and improving a strong production platform and we rely primarily on internal production resources to fulfill our manufacturing needs. Production levels may be challenged by insufficient milk yields, water supply, waste control, customer demand and production constraints. For example, water is an essential ingredient in substantially all of our products and is vital to the production of the agricultural ingredients on which our business relies and is needed in our manufacturing process. We periodically experience water supply issues that can be exacerbated by increased production demands. Any constraint on water supply can impact the volume of products we may manufacture for customers. In the event we are unable to obtain water in the quantities and quality required for our manufacturing processes, we may need to expand our production facilities beyond our existing manufacturing plants or increase our reliance on third parties to provide manufacturing and supply services for our products. As product demand grew, the site water use exceeded and continues to periodically exceed the allocated municipal supply in Twin Falls, Idaho. We have implemented multiple projects to mitigate this and recently applied for a permit in Twin Falls, Idaho seeking approval to expand our water capacity. If our permit is rejected, is blocked by a protest or approval of the permit is substantially delayed or substantially altered, it will have a direct impact on the timing of future products. Our continued success depends upon our ability to manage, improve, and replace our existing facilities and to expand our operations by developing and adding new facilities, as appropriate, improve water quality, to maintain or increase operational efficiency, sustain

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or expand production capacity, or meet changing regulatory requirements. A significant increase in maintenance costs and capital expenditures could adversely affect our financial condition, results of operations and cash flows. In addition, a failure to operate these facilities optimally could result in declining customer service capabilities, which could have a material adverse effect on our business, financial condition, and results of operations.

Disruption to our supply chain could impair our ability to produce or deliver finished products, resulting in a negative impact on our operating results.

Disruption to our manufacturing operations or our supply chain could result from, among other factors, the following:

• natural disaster;

• pandemic outbreak of disease (among humans or animals), including the COVID-19 pandemic;

• weather;

• fire or explosion;

• civil unrest, war or perceived threat of war, terrorism, or other acts of violence;

• labor disturbances (including strikes, labor shortage due to illness, work stoppages, and slowdowns);

• data security breaches, cyber-attacks, including malware and ransomware, and other unauthorized or improper access;

• production or shipping delays;

• power disruptions or failures;

• equipment or systems failures;

• unavailability of raw or packaging materials;

• changes in the regulatory environment for the manufacture of food and dairy products;

• non-compliance with applicable regulatory and quality compliance rules, laws or guidance;

• operational and/or financial instability of key suppliers and other vendors or service providers;

• impediments to international trade; or

• ineffective product planning.

An interruption in production capacity at any of our Twin Falls, Idaho, New Berlin, New York or Melbourne, Australia manufacturing facilities or any facilities operated by our co-manufacturing partners due to equipment failure, catastrophic loss, the release of ammonia gas or other hazardous materials or other reasons could have a material adverse effect on our results of operations and financial condition and may create challenging circumstances for recovery. Ammonia gas is a volatile and potentially hazardous substance used in our refrigeration equipment to preserve raw milk and store finished products and other raw materials as part of our manufacturing process. From time to time, our manufacturing facilities experience minor releases of ammonia related to leaks from our facilities’ equipment. In the event of similar or more significant events in the future, we could incur significant costs, including fines, penalties and other sanctions, cleanup costs and third-party claims for property damage or personal injury as a result of the failure to comply with, or liabilities under, applicable environmental, health and safety requirements.

We have strategies and plans in place designed to manage disruptive events if they were to occur, including our business interruption insurance, cyber liability insurance, and our cyber incident

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response plan. If we, or any of our co-manufacturing partners, are unable or find that it is not financially feasible to effectively plan for or mitigate the potential impacts of such disruptive events on our manufacturing operations, in particular at our Twin Falls, Idaho, New Berlin, New York and Australian facilities or supply chain, our financial condition, and results of operations could be materially adversely affected if such events were to occur.

Failure by any of our North American and international transportation providers or distributors to deliver our raw or packaging materials to us or our products to customers on time or at all could result in lost sales.

We rely upon third-party transportation providers for the delivery of finished products to our customers and shipment of raw and packaging materials required to manufacture our products. A significant portion of our products and the raw and packaging materials we use are transported by truck, which is a highly regulated mode of transportation. Our utilization of such delivery services for shipments is subject to risks, including the effects of health epidemics or pandemics or other contagious outbreaks, such as the COVID-19 pandemic, any shortage of truck drivers, increases in fuel prices, which would increase our shipping costs, employee strikes, labor shortages, failure to meet customer standards, and severe weather conditions and natural disasters such as fires, floods, droughts, hurricanes, earthquakes, and tornados. If any of our third-party transportation providers were to fail to deliver raw materials to us in a timely manner, or fail to deliver our products to our customers in a timely manner, we might be unable to meet customer and consumer demands for our products. These risks may impact the ability of carriers to provide delivery services that adequately meet our shipping needs. Prime Trucking is responsible for a significant portion of our North American shipping needs. Any disruption in this relationship or the ability of Prime Trucking to fulfill its contracted services could affect our business. We may, from time to time, change third-party transportation providers and we could therefore face logistical difficulties that could adversely affect deliveries. In addition, we could incur costs and expend resources in connection with such change. Moreover, in the future we may not be able to obtain terms as favorable as those we receive from the third-party transportation providers that we use, which in turn would increase our costs and adversely affect our business. Any failure of a third-party transportation provider to deliver raw materials or finished products in a timely manner could harm our reputation, negatively impact our customer relationships and have a material adverse effect on our financial condition or results of operations.

In select international markets, we depend exclusively on third-parties to reach our customers. Our success in these markets depends almost entirely upon the efforts of our international distributors and logistics and fulfillment partners, over whom we have little or no control. If a distributor or logistics or fulfillment partner, fails to fulfill its contracted services, for any reason, we could lose sales and our ability to compete in that market may be adversely affected.

Increased costs associated with product processing and transportation, such as wastewater disposal, ammonia containment, electricity, natural gas, fuel, and labor costs, could increase our expenses and reduce our profitability.

We require a substantial amount of energy to make our products. Transportation costs, including fuel and labor, also account for a significant portion of the cost of our products, because we use third-party trucking companies to transport a substantial portion of our raw materials and to deliver our products to our distributors and customers. Labor is also an important component of our production costs. Our products generate significant volumes of wastewater and whey. Additionally, ammonia gas is a volatile and potentially hazardous substance used in our refrigeration equipment to cool raw milk as part of our manufacturing process. The increased costs associated with the safe transport and disposal of wastewater, whey and ammonia, including related regulatory compliance costs, may reduce our profitability. These costs fluctuate significantly over time due to factors that may be beyond our control, including increased fuel prices, adverse weather conditions or natural disasters, employee

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strikes or work slowdowns, regulation (including increases in minimum wage rates in the United States), and increased export and import restrictions. Transportation costs may further increase as a result of high levels of long-haul driver capacity issues. We may not be able to pass on increased cost of production or transportation to our customers. Increases in the cost of water, electricity, natural gas, fuel, or labor and failure to ship products on time, could increase our costs of production and adversely affect our profitability.

As a food production company, all of our products and product labeling must be compliant with regulations by the Food and Drug Administration (“FDA”) and other laws and regulations in the U.S. and in other countries where we manufacture, distribute and sell our products. Any non-compliance with these laws or regulations could harm our business.

As a manufacturer of products intended for human consumption, we are subject to extensive governmental regulation. We must comply with various laws and FDA regulations (as well as laws and regulations administered by government entities and agencies outside the United States), including those regarding product manufacturing, food safety, required testing, and appropriate labeling and marketing of our products. It is possible that such laws and regulations by the FDA or other governing bodies or the interpretation thereof may change over time. As such, there is a risk that our products could become non-compliant with the FDA’s or other governing bodies laws or regulations and any such non-compliance could harm our business.

The failure to comply with applicable regulatory requirements could result in, among other things, administrative, civil, or criminal penalties or fines, mandatory or voluntary product recalls, warning or untitled letters, cease and desist orders against operations that are not in compliance, closure of facilities or operations, the loss, revocation, or modification of any existing licenses, permits, registrations, or approvals or the failure to obtain additional licenses, permits, registrations, or approvals in new jurisdictions where we intend to do business, any of which could negatively affect our business, reputation, financial condition, and results of operations.

Changes in the legal and regulatory environment could limit our business activities, increase our operating costs, reduce demand for our products or result in litigation.

The conduct of our businesses, including the production, storage, distribution, sale, display, advertising, marketing, labeling, health and safety practices, transportation and use of many of our products, are subject to various laws and regulations administered by federal, state and local governmental agencies in the United States, as well as to laws and regulations administered by government entities and agencies outside the United States in markets in which our products or components thereof (such as ingredients and packaging) may be made, manufactured, or sold. These laws and regulations and interpretations thereof may change, sometimes dramatically, as a result of a variety of factors, including political, economic, or social events. Such changes may include changes in:

• food and drug laws (including FDA regulations) any other laws related to product labeling;

• advertising and marketing laws and practices (including Federal Trade Commission (“FTC”) guidelines);

• laws and programs restricting the sale and advertising of certain of our products;

• laws and programs aimed at reducing, restricting, or eliminating ingredients present in certain of our products;

• laws and programs aimed at discouraging the consumption of products or ingredients or altering the package or portion size of certain of our products;

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• increased regulatory scrutiny of and increased litigation involving, product claims and concerns regarding the effects on health of ingredients in or attributes of, certain of our products;

• state consumer protection and disclosure laws;

• taxation, including the imposition or proposed imposition of new or increased taxes, including limitations such as limitations on the deductibility of interest;

• other limitations on the sale of our products;

• competition laws;

• anti-corruption laws;

• employment laws;

• worker safety and protection laws (including Occupational Safety and Health Administration (“OSHA”) and those addressing COVID-19);

• privacy laws;

• laws regulating the price we may charge for our products;

• laws or programs regulating the sourcing of materials or ingredients domestically or abroad;

• farming and environmental laws;

• sustainability laws; and

• international and domestic trade and tax laws regarding the importing and exporting of products and ingredients, such as those enforced by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury, and similar laws and regulations in other jurisdictions.

New laws, regulations, or governmental policy and their related interpretations and enforcement or changes in any of the foregoing, including taxes or other limitations on the sale of our products, ingredients contained in our products or commodities used in the production of our products, may alter the environment in which we do business and, therefore, may impact our profitability, results of operation, and financial condition.

If we fail to adhere to U.S. and international regulations to which we are subject, or if we are unable to grow our business in developing and emerging markets, our business, financial condition, or results of operations can be adversely affected.

Our products are subject to numerous food safety and other laws and regulations relating to the sourcing, manufacturing, storing, labeling, marketing, advertising, selling, displaying, transporting, distributing and usage of these products in the United States, Australia, Canada, Mexico, and internationally. Compliance with new, evolving, or revised tax, environmental, food quality and safety, labeling or other laws or regulations, or new, evolving, or changed interpretations or enforcement of existing laws or regulations, may have a material adverse effect on our business, financial condition or operating results.

The marketing of food products has come under increased regulatory scrutiny in recent years and the food industry has been subject to an increasing number of regulatory and legal proceedings and claims relating to alleged false or deceptive marketing under federal, state, and foreign laws or regulations. We are also regulated with respect to licensing requirements, trade and pricing practices, tax, anti-corruption standards, advertising and claims, and environmental matters, among others. Changes in legal or regulatory requirements, such as new food safety requirements and revised nutrition facts labeling and serving size regulations, or evolving interpretations, of existing legal or

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regulatory requirements, may result in increased compliance costs, capital expenditures, and other financial obligations that could adversely affect our business or financial results. If we are found in violation of the applicable laws and regulations in these areas, we could be subject to civil remedies, including fines, injunctions, termination of necessary licenses or permits, or recalls, as well as potential criminal sanctions, any of which could have a material adverse effect on our business. Even if regulatory agency review does not result in these types of determinations, it could potentially create negative publicity or perceptions which could harm our business or reputation. Further, modifications to international trade policy, including the imposition of increased or new tariffs, quotas, or trade barriers on key commodities, could have a negative impact on us or the industries we serve, including as a result of related uncertainty, and could materially and adversely impact our business, financial condition, operating results, and cash flows.

In addition, our international operations could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), OFAC, anti-money laundering and trade sanction laws and similar anti-corruption, anti-bribery and international trade laws. International anti-bribery laws, such as the FCPA, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials or other third parties for the purpose of obtaining or retaining business. We cannot provide assurance that our internal control policies and procedures will always protect us from reckless or criminal acts committed by our employees, joint-venture partners, or agents. Violations of these laws or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations, cash flows, and financial condition.

Our growth strategy depends in part on our ability to expand our operations in emerging markets. Competition in emerging markets is increasing as our competitors grow their global operations and low-cost local manufacturers expand and improve their production capacities. However, some emerging markets have greater political, economic, and currency volatility and greater vulnerability to infrastructure and labor disruptions than more established markets. In many countries outside of the United States, particularly those with emerging economies, it may be common for others to engage in business practices prohibited by laws and regulations with extraterritorial reach, such as the FCPA or local anti-bribery laws. These laws generally prohibit companies and their employees, contractors, or agents from making improper payments to government officials, including in connection with obtaining permits or engaging in other actions necessary to do business. Failure to comply with these laws could subject us to civil and criminal penalties that could materially and adversely affect our reputation, financial condition, and results of operations. If we cannot successfully increase our business in emerging markets and manage associated political, economic, and regulatory risks, our product sales, financial condition, and results of operations could be materially and adversely affected.

We expect to need capital in the future and we may not be able to raise that capital on acceptable terms or at all.

Growing our business will require significant capital in the future. To meet our capital needs, we expect to rely on our cash flow from operations and other third-party financing. Third-party financing in the future may not, however, be available on terms favorable to us or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment, and our ability to incur additional debt in compliance with other contractual restrictions such as financial covenants under our credit facilities or other debt documents. These factors may make the timing, amount, terms, and conditions of additional financings unattractive. Our inability to raise capital could impede our growth and could materially adversely affect our business, financial condition, or results of operations.

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If we are unable to make payments or we are unable to refinance our debt or obtain new financing on commercially reasonable terms or at all, we may consider other options, including:

• sales of assets;

• sales of equity;

• reductions or delays of capital expenditures, strategic acquisitions, investments, and alliances; or

• negotiations with our lenders to restructure the applicable debt.

If we are forced to pursue any of the above options, our business, or the value of an investment in our securities could be adversely affected.

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations under existing debt agreements.

Subject to the limits contained in our First Lien Credit Agreement (as defined herein) governing our Credit Facilities, the indentures governing our Senior Secured Notes, Senior Unsecured Notes and our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments, acquisitions or for other purposes. If we do so, the risks related to our high level of debt could intensify.

Specifically, our outstanding debt could restrict our operations and could have important consequences, including:

• making it more difficult for us to satisfy our obligations with respect to our existing indebtedness;

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions, or other general corporate requirements;

• requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;

• increasing our vulnerability to general adverse economic and industry conditions and limiting our ability to withstand competitive pressures;

• exposing us to the risk of increased interest rates as certain of our borrowings are at variable rates of interest;

• limiting our flexibility in planning for and reacting to changes in the industry in which we compete, placing us at a disadvantage compared to other, less leveraged competitors;

• increasing our cost of borrowing; and

• causing us to be more leveraged than some of our competitors, which may place us at a competitive disadvantage.

In addition, the indentures governing our Senior Unsecured Notes and Senior Secured Notes and the First Lien Credit Agreement governing our Credit Facilities, respectively, contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interest. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of all our debt.

Changes in financial market conditions may also make it difficult to access credit markets on commercially acceptable terms, which may reduce liquidity or increase borrowing costs for us, our

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customers, and our suppliers. A significant reduction in liquidity could increase counterparty risk associated with certain suppliers and service providers, resulting in disruption to our supply chain and/or higher costs and could impact our customers, resulting in a reduction in our revenue or a possible increase in bad debt expense. This could materially affect our results of operations and financial condition.

We may not be able to adequately protect our intellectual property or may be found to infringe the intellectual property rights of others, which could harm the value of our brand and adversely affect our business.

Our intellectual property is material and significant to the conduct of our business. Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, trade dress, and other proprietary intellectual property, including our name and logos. We rely on a combination of patent, copyright, trademark and trade secret laws, as well as certain contractual provisions, to protect our intellectual property rights. However, these laws, procedures and agreements provide only limited protection and may not be adequate to protect any of our intellectual property rights from being challenged, invalidated, circumvented, infringed, diluted or misappropriated. As of June 2, 2021, we have eight issued U.S. patents and four foreign patents, including both design and utility. As of June 2, 2021, we maintain six pending U.S. patent applications. We own 13 registered copyrights, including 12 registered in the U.S. and one registered in China. We cannot offer any assurances about which, if any, patents will issue from these applications, the breadth of any such patents, or whether any issued patents will be found invalid and unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or, if applicable in the future, licensed to us could deprive us of rights necessary for the successful commercialization of products that we may develop. Since patent applications in the United States and most other countries are confidential for a period of time after filing (in most cases 18 months after the filing of the priority application), we cannot be certain that we were the first to file on the technologies covered in several of the patent applications related to our technologies or products. Furthermore, a derivation proceeding can be provoked by a third-party, or instituted by the U.S. Patent and Trademark Office, or USPTO, to determine who was the first to invent any of the subject matter covered by the patent claims of our applications. Patent law can be highly uncertain and involve complex legal and factual questions for which important principles remain unresolved. In the United States and in many international jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent and/or unclear. The U.S. Supreme Court and the Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted. Similarly, international courts and governments have made, and will continue to make, changes in how the patent laws in their respective countries are interpreted. We cannot predict future changes in the interpretation of patent laws by U.S. and international judicial bodies or changes to patent laws that might be enacted into law by U.S. and international legislative bodies.

We enter into confidentiality agreements with parties who have access to and use our formulations to manufacture our products. Such agreements generally require that all information made known to them be kept strictly confidential. Nevertheless, trade secrets are difficult to protect. Although we attempt to protect our trade secrets, our confidentiality agreements may not effectively prevent disclosure of our proprietary information and may not provide an adequate remedy in the event of unauthorized disclosure of such information. If we do not keep our trade secrets confidential, others may produce products with our recipes or formulations. In addition, others may independently discover our trade secrets, in which case we would not be able to assert trade secret rights against such parties.

While it is our policy to protect and vigorously defend our rights to our intellectual property, we cannot predict whether steps taken by us to protect our intellectual property rights will be adequate to prevent misappropriation of these rights or the use by others of our intellectual property, or the use by

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others in the marketplace of products based upon our intellectual property, or otherwise similar to our products. Third parties may misappropriate or infringe on our intellectual property or develop more efficient and advanced technologies. We may be unaware of intellectual property rights of others that may cover some of our technology, brands, or products. Some of our intellectual property rights expire over time and our partners could also inappropriately disclose our trade secrets. It may be difficult for us to prevent others from copying elements of our products and any litigation to enforce our rights will likely be costly and may not be successful. As of June 2021, we own 418 trademark registrations globally (of which 58 are registered U.S. trademarks). We also have 18 pending applications in the U.S. Although we believe that we have sufficient rights to all of our trademarks and service marks, we may face claims of infringement that could interfere with our ability to market and promote our brand. Any such litigation may be costly and divert resources from our business. Moreover, if we are unable to successfully defend against such claims, we may be prevented from using our trademarks or service marks in the future and may be liable for damages, which in turn could materially adversely affect our business. Additionally, the laws of certain international jurisdictions in which our products may be sold may not protect intellectual property rights to the same extent as the laws of the United States. As a result, we may not be able to effectively prevent third parties from infringing or otherwise misappropriating our trademark rights in such jurisdictions. Moreover, failure to obtain adequate trademark rights in these foreign jurisdictions could negatively impact our ability to expand our business and launch products in certain international markets. Further, we may not be able to effectively protect our intellectual property rights against unauthorized third parties that obtain the rights to our trademarks in foreign jurisdictions where we have not yet applied for trademark protections, and we may expend substantial cost to obtain those trademarks from such third parties. Our failure to develop or adequately protect our trademarks, service marks, trade dress, new features of our products or our technology, or any change in law or other changes that serve to lessen or remove the current legal protections of our intellectual property, may diminish our competitiveness and could materially harm our business, financial condition, or results of operations.

Disruptions, failures, loss of data or cybersecurity breaches of our information technology infrastructure, including our information technology systems and those of our third-party vendors, contractors and consultants, could have a negative impact on our operations.

Information technology is critically important to our business operations. We use information technology to manage all business processes including manufacturing, financial, logistics, sales, marketing, and administrative functions. In the ordinary course of our business, these processes collect, interpret, store, process and distribute business data and communicate large amounts of confidential information, including intellectual property, proprietary business information and personal information internally and externally with employees, carriers, suppliers, customers, co-manufacturers, and others. We engage in a due diligence process with our major technology suppliers and service providers for purposes of compliance with our security policy and standards. We invest in industry-standard security technology and rely on third-party data centers to protect and manage our data and business processes against risk of data security breach and cyber-attack. Our data security management program includes identity, vulnerability, risk, awareness training, security monitoring, and incident response processes as well as adoption of standard data protection policies. We measure our data security effectiveness through industry-accepted methods and remediate significant findings, we maintain and test information technology disaster recovery procedures for critical systems and have processes in place to minimize the impact of and recover from disruptions.

While we have established physical, electronic and organizational measures designed to safeguard and secure our systems, and believe that our security technology and processes provide adequate measures of protection against security breaches and in reducing cybersecurity risks, disruptions in, or failures of information technology systems are possible and could have a negative impact on our operations or business reputation. Such information technology systems are vulnerable

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to damage or interruption from a variety of sources, including telecommunications or network failures or interruptions, system malfunction, natural disasters, malicious human acts, terrorism and war. Such information technology systems, including our servers, are additionally vulnerable to physical or electronic break-ins, security breaches from inadvertent or intentional actions by our employees, third-party service providers, contractors, consultants, business partners and other third parties, or from cyber-attacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering, and other means to affect service reliability and threaten the confidentiality, integrity, and availability of information). As a result of the COVID-19 pandemic, we may face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. We may not be able to anticipate all types of security threats, and we may not be able to implement preventative measures effective against all such security threats. Cyber-attacks and other cyber incidents are constantly evolving in nature, are becoming more sophisticated and are being carried out by groups and individuals with a wide range of expertise and motives including monetization of corporate assets, payment, or other internal or personal data, theft of computing resources, notoriety, financial fraud, operational disruption, or theft of trade secrets and intellectual property for competitive advantage. As with other global companies, we are, from time to time, subject to the types of cyber-attacks described above. Although to date we have not experienced any material losses relating to cyber-attacks, we may suffer such losses in the future. Failure of our systems (including network outages and including failures due to cyber-attacks that would prevent the ability of systems to function as intended), could cause transactional errors, processing inefficiencies, loss of intellectual property and data, data breaches and loss of customers and sales; each of which could have negative consequences to our company, our employees, and those with whom we do business, including a material, adverse effect on our business, results of operations, and financial condition.

We also use mobile devices, social networking and other online activities to connect with our employees, suppliers, co-manufacturers, distributors, customers and consumers. Such uses give rise to cybersecurity risks, including security breaches, espionage, system disruption, theft and inadvertent release of information. Further, as we pursue a strategy to grow through acquisitions and to pursue new initiatives that improve our operations and cost structure, we will also be expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks.

Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. We can provide no assurance that our current information technology systems, or those of the third parties upon which we rely, are fully protected against cybersecurity threats. It is possible that we or our third-party vendors may experience cybersecurity and other breach incidents that remain undetected for an extended period. Even when a security breach is detected, the full extent of the breach may not be determined immediately. If a computer security breach affects our systems or results in unauthorized release of personally identifiable information, our reputation could be materially damaged. In addition, such a breach may require notification to governmental agencies, the media or individuals pursuant to various federal and state privacy and security laws. In addition, we could face litigation, significant damages for contract breach or other breaches of law, significant monetary penalties, or regulatory actions for violation of applicable laws or regulations, and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. The costs related to significant security breaches or disruptions could be material and exceed the limits of the cybersecurity insurance we maintain against such risks. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential

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liability and competitive disadvantage, all of which could have a material adverse effect on our business, financial condition or results of operations.

Actual or perceived failures to comply with applicable data protection, privacy and security, advertising and consumer protection laws, regulations, standards and other requirements could adversely affect our business, financial condition and results of operations.

We are subject to data privacy and protection laws and regulations that apply to the collection, transmission, storage and use of personally identifying information, which among other things, impose certain requirements relating to the privacy, security and transmission of personal information. We receive, generate and store significant and increasing volumes of sensitive information, including data related to our consumers, food service distributors, wholesalers, employees, suppliers and business partners. The secure collection, processing, maintenance and transmission of this information is critical to our operations. Consumers, our food service distributors, wholesalers, employees, suppliers and business partners have a high expectation that we will adequately protect their information, including personal information, from cyber-attacks or other security breaches, and may have claims against us if we are unable to do so. We have legal and contractual obligations regarding the protection of confidentiality and appropriate use of personal data. We and any potential collaborators may be subject to federal, state, local and foreign laws and regulations that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. The legislative and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide, and there has been an increasing focus on privacy and data protection issues with the potential to affect our business. Failure to comply with any of these laws and regulations could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by affected individuals, damage to our reputation and loss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects.

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries where we do business. For example, the State of California enacted the California Consumer Privacy Act (the “CCPA”), which became effective January 2020, requiring companies that process information of California residents to, among other things, provide new disclosures and options to consumers about data collection, use and sharing practices. Further, the CCPA has been subject to revision and amendments, including significant modifications made by the California Privacy Rights Act (“CPRA”), which was recently approved by California voters as a ballot initiative in November 2020 and will take effect January 1, 2023. The updates and modifications to the CCPA may require us to modify our data processing practices and policies and to incur substantial costs and expenses to ensure compliance. Moreover, the CCPA confers a private right-of-action on certain individuals and associations. Our failure to adhere to or successfully implement appropriate processes to adhere to the requirements of CCPA and other evolving laws and regulations in this area could increase our exposure to regulatory enforcement action and other liabilities.

In addition, several other states have introduced or passed similar legislation to the CCPA and CPRA, such as the Virginia Consumer Data Protection Act and the Colorado Consumer Protection Act, which may impose varying standards and requirements on our data collection, use and processing activities. The FTC and many state attorneys general are also interpreting federal and state consumer protection laws to impose standards for the collection, use, dissemination and security of data. Furthermore, various international jurisdictions, where we have operations, have significantly strengthened their data privacy laws, rules and regulations. If more restrictive or inconsistent legal requirements are adopted by international, state or federal authorities in the future or regulators’ enforcement priorities shift, we could experience increased compliance costs and potential liability, which could cause reputational harm and have an adverse effect on our business.

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Compliance with environmental laws may negatively affect our business.

We are subject to foreign, federal, state, and local laws and regulations concerning waste disposal, pollution, energy and water consumption, protection of the environment and the presence, discharge, storage, handling, release, and disposal of, exposure to and remediation of hazardous or toxic substances including minimizing and preventing potential risks associated with the ammonia used in our refrigeration systems. Such environmental regulations, including the EPA Risk Management Plan program, provide for periodic audits and independent third-party audits of our manufacturing facilities on a routine schedule or if warranted following certain process safety events. These environmental laws provide for significant fines and penalties or other sanctions for noncompliance and/or liabilities for remediation of soil, sediment, surface water, or groundwater impacted by a release of hazardous or toxic substances, sometimes without regard to whether the owner or operator of the property knew of or was responsible for, the release or presence of hazardous or toxic substances. Failure to comply with environmental laws and regulations could have serious consequences for us, including civil or administrative penalties, claims for damage to natural resources, the denial or revocation of permits necessary for our operations, the issuance of injunctions to limit or cease operations, and negative publicity. Third parties may also make claims against owners or operators of properties for personal injuries and property damage associated with releases of or actual or alleged exposure to, such hazardous or toxic substances at, on, or from our manufacturing or distribution facilities. Compliance with environmental laws governing air emissions, waste handling, or wastewater discharges, or environmental conditions relating to releases of hazardous substances at our prior, existing or future properties, especially for manufacturing or distribution facilities, could materially adversely affect our business, financial condition, or results of operations. Further, environmental laws and the administration, interpretation, and enforcement thereof, are subject to change and may become more stringent in the future, each of which could materially adversely affect our business, financial condition, or results of operations.

We are subject to various risks relating to worker safety.

Given the nature of our operations, there are risks of injury to Chobani employees, contractors, and visitors. We are subject to various regulations relating to worker and community safety, such as OSHA regulations. As part of our compliance measures, we evaluate certain workplace hazards, develop written safety programs to address compliance and take steps to mitigate and train employees in these hazards. If our efforts to comply with worker safety regulations are not successful, we may incur an increase in the number and severity of injuries, be subject to fines, penalties, or third-party lawsuits, and may be required to address any deficiencies at our facilities or with respect to our management systems, and our business, financial condition, and results of operations may be adversely affected. Our safety practices, policies and procedures include on-going, routine and deliberate site-based safety communications and trainings, which may prove unsuccessful to eliminate workplace hazards and reduce our exposure to liability.

COVID-19 has become a new and emerging risk for employers and in particular manufacturers like Chobani. State and federal laws and regulations have been enacted in response to COVID-19 to protect employees. If we fail to comply with these newly enacted laws and regulations, or otherwise fail to protect the health and safety of our employees, we may be subject to regulatory action or litigation and reputational harm to our brand.

Unionization activities or labor disputes may disrupt our operations and affect our profitability.

If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition, or results of operations. In addition, a labor dispute,

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allegation, or claim involving one or more of our employees may harm our reputation, disrupt our operations and reduce our revenues and resolution of disputes may increase our costs. In addition, organized labor may benefit from new legislation or legal interpretations by the current presidential administration. While we have a small unionized workforce in Australia, we have no history of successful unionization activity at any of our other locations. In light of current support for changes to federal and state labor laws, we cannot provide any assurance that we will not experience additional successful union organization activity in the future. Any labor disruptions could have an adverse effect on our business, financial condition, and results of operations.

As an employer, we may be subject to various employment-related claims, such as individual or class actions or government enforcement actions relating to alleged employment discrimination, employee classification and related withholding, wage-hour, labor standards, or healthcare and benefit issues. Our operating costs, earnings, and cash flows could be adversely affected by costs incurred funding the defense and/or settlement of employment-related claims and actions. Such actions, if brought against us and successful in whole or in part, may impact our brand image or reputation, our ability to hire and compete for talent and could materially adversely affect our business, financial condition, or results of operations.

Our success depends in part on the services, reputation, and popularity of Hamdi Ulukaya. Any loss of his services or adverse reactions to publicity relating to Hamdi Ulukaya, could adversely affect our revenues, results of operations, our ability to maintain or generate a consumer base, and execute our business strategy.

We believe Hamdi Ulukaya’s reputation as our Founder, his unique expertise and knowledge in the industry, important role in research, product development and marketing, and relationships with customers and suppliers are critical factors in our continuing growth. Hamdi Ulukaya’s efforts, personality, and leadership, including his services as our Founder, Chief Executive Officer and Chairperson, have been and continue to be, critical to our success. Upon completion of this offering, Hamdi Ulukaya will directly or indirectly control approximately     % of the voting power of our common stock with respect to director elections (or approximately     % of the voting power with respect to director elections if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). As a result, we will be a “controlled company” under the corporate governance rules of Nasdaq, and therefore we will be permitted to, and intend to, elect not to comply with certain corporate governance requirements thereunder. Any extended or permanent loss of his services due to disability, death, or some other cause or any repeated or sustained negative shifts in public or industry perceptions of him, could have a material adverse effect on our growth, revenues, and business.

In addition, the reputation, brand image, and innovative culture of our company are linked to Hamdi Ulukaya’s efforts, reputation, and image. While there is significant consumer recognition of our brand, the image, reputation, popularity, and talent of Hamdi Ulukaya remain important factors to our success. If Hamdi Ulukaya’s image were to become less favorable, the continued success of Chobani could be materially adversely affected. As such, any harm to Hamdi Ulukaya’s image, reputation, or popularity, could materially and adversely affect our profitability, results of operations, and financial condition.

Hamdi Ulukaya exercises controlling ownership of La Colombe Torrefaction LLC, a U.S. based coffee company, and Euphrates, Inc., a manufacturer of feta cheese. Hamdi Ulukaya may make investments in other businesses, unrelated to our company, that are unavailable to our consumers, customers, employees and investors and otherwise may conflict with our purposes and goals. Further, Hamdi Ulukaya’s investment strategies, goals and personal ventures may overlap, or conflict with our business objectives.

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Though Hamdi Ulukaya’s primary financial interest is in the successful performance of our company, it is possible that in the future, his involvement in other ventures and corporate opportunities could materially and adversely affect our profitability, results of operations, and financial condition. For additional information relating to Hamdi Ulukaya’s personal business endeavors and potential adverse impacts on our company see “—Our certificate of incorporation will contain provisions renouncing our interest and expectation to participate in certain corporate opportunities identified by or presented to certain of our existing investors.”

Loss of our key management or other personnel or an inability to attract and retain such management and other personnel could negatively impact our business.

Our success is substantially dependent on the expertise, experience, continued service and performance of our senior management. The loss of one or more members of our senior management team could harm our business, financial position, results of operations or cash flows. These executives have been primarily responsible for determining the strategic direction of our business and for executing our growth strategy and are integral to our brand and culture and the reputation we enjoy with suppliers, contract manufacturers, distributors, retailers, and consumers. The loss of the services of any of these executives could have a material adverse effect on our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts. We do not maintain key-person life insurance with respect to any of them.

Additionally, any initiatives to increase management’s technical and operational expertise in efforts to improve productivity could fail to achieve such objectives and in any case, could increase our operating costs beyond our expectations and could require significant additional capital expenditures. We also depend on our ability to attract and retain qualified personnel to operate and expand our business. If we fail to attract talented new employees, our business and results of operations could be materially adversely affected.

We may be unable to hire or retain and develop key personnel or a highly skilled and diverse workforce or manage changes in our workforce needed to drive our growth strategies.

We must identify, hire, retain, engage, and develop effective leaders and a highly skilled and diverse global workforce. Competition for global talent is intense, and we compete to hire new personnel in the countries in which we manufacture and market our products and then to develop and retain their skills and competencies. Unplanned turnover or failure to develop adequate succession plans for leadership positions or hire and retain a diverse workforce with the skills and in the locations we need to operate and grow our business could deplete our institutional knowledge base and erode our competitiveness. Changes in immigration laws and policies could also make it more difficult to recruit or relocate skilled employees. Any such loss, failure, or limitation to the development of our workforce could materially and adversely affect our business, results of operations, and financial condition.

We also face personnel-related risks in connection with our operating model and business objectives. These risks could lead to operational challenges, including increased wage competition for the services and skills of our manufacturing facilities employees who are essential to the attainment of our business goals, labor shortages, higher employee turnover, including employees with key capabilities, and challenges in developing the capabilities necessary to continually innovate, operate productively and efficiently, and achieve our business objectives. Furthermore, we might be unable to manage changes in, or that affect, our workforce appropriately, or to satisfy the legal and regulatory requirements associated with how we manage and compensate our employees.

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These risks could materially and adversely affect our employees, reputation, ability to meet the needs of our customers, product sales, financial condition, and results of operations.

Litigation may lead us to incur significant costs and could adversely affect our business.

We are and may become party to various lawsuits, claims, and other legal proceedings arising in the normal course of business, which may include lawsuits, claims, or other legal proceedings relating to the marketing and labeling of products or brand, intellectual property, contracts, product recalls or withdrawals, product liability, employment matters, environmental matters, or other aspects of our business. For example, we have in the past, and are currently subject to class action lawsuits filed by plaintiffs that allege certain of our product labels are deceptive and misleading. We have also been subject to lawsuits from competitors alleging false or misleading advertising and packaging. Even when not merited, the defense of lawsuits and claims divert the attention of management and other personnel and may result in adverse publicity about our products and brand, and we may incur significant expenses in defending these lawsuits and claims.

In connection with claims, litigation or other legal proceedings, we may be required to pay damage awards or settlements or become subject to injunctions or other equitable remedies, which could have a material adverse effect on our financial position, cash flows, or results of operations. Certain claims may not be covered by insurance or certain covered claims may exceed applicable coverage limits, or one or more of our insurance carriers could become insolvent. The outcome of litigation is often difficult to predict and the outcome of pending or future litigation may have a material adverse effect on our financial position, cash flows, or results of operations. Moreover, adverse publicity about regulatory or legal action against us or adverse publicity about our products (including the resources needed to produce them) could damage our reputation and brand image, undermine consumer confidence, and reduce demand for our products, even if the regulatory or legal action is unfounded or not material to our operations or even if the adverse publicity regarding our products is unfounded.

For more information, see “Commitments and Contingencies,” under Note 16 to our financial statements for 2020 and “Business—Legal Proceedings” in this prospectus.

Our current insurance may not provide adequate levels of coverage against claims.

We carry insurance from insurance providers that we believe is adequate for foreseeable losses with terms and conditions that are reasonable and customary. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we can obtain or restrict our ability to buy insurance coverage at reasonable rates. In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full replacement cost of our lost assets or the full value of our financial obligations or liabilities. Because certain types of losses are significantly uncertain, they can be uninsurable or too expensive to insure. In some cases, these factors could result in certain losses being completely uninsured. Such losses could materially and adversely affect our profitability, results of operation, and financial condition.

In addition to the damages caused directly by a casualty loss such as fire, natural disasters, acts of war, or terrorism, we may suffer a disruption of our business as a result of these events or be subject to claims by third parties who may be injured or harmed. While we carry business interruption insurance, cyber liability insurance, and general liability insurance, there is no guarantee that the insurance will be sufficient to cover our losses and we could lose material retailer sales during a business interruption which could create a significant and adverse material impact on the business.

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Our financial results may be adversely impacted by the failure to successfully execute or integrate acquisitions, divestitures and joint ventures.

From time to time, we may evaluate potential acquisitions, divestitures, or joint ventures that we believe align with our strategic objectives. The success of such activity depends, in part, upon our ability to identify suitable buyers, sellers, or business partners; perform effective assessments prior to contract execution; negotiate contract terms; and, if applicable, obtain government approval. To the extent we undertake acquisitions, alliances, joint ventures, investments, or other developments outside our core regions or in new categories, we may face additional risks related to such developments. These risks include, among others:

• failing to achieve anticipated synergies and revenue increases;

• difficulty incorporating and integrating the acquired categories of products with our existing product lines and integrating information technology and financial reporting systems;

• coordinating, establishing, or expanding sales, distribution and marketing functions, as necessary; and

• difficulties implementing and maintaining sufficient controls, policies, and procedures over the systems, products, and processes of the acquired company.

For example, as a result of such arrangements, we may become responsible for manufacturing, distributing and/or selling new categories of products with different supply and distribution channels, including retail operations, which may not be integrated successfully and carry various risks. Acquisitions, alliances, joint ventures, investments, or other developments outside our core regions or in new categories could materially and adversely affect our product sales, financial condition, and operating results. These activities may present financial, managerial, staffing and talent and operational risks, including the diversion of management’s attention from existing businesses, difficulties integrating or separating businesses from existing operations, and challenges presented by acquisitions or joint ventures which may not achieve sales levels and profitability that justify the investments made. If the acquisitions, divestitures, or joint ventures are not successfully implemented or completed, there could be a material adverse effect on our financial condition, results of operations, and cash flow from operations.

Climate change may have a long term adverse impact on our business and operations.

Climate change may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. In the event that climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as raw milk and various fruits, nuts and packaging materials. Extreme weather conditions may adversely impact some of our facilities, lead to the disruption of distribution networks or the availability and cost of key raw or packaging materials used by us in production, such as raw milk and various fruits, nuts and packaging materials or the demand for our products. In addition, federal, state, or local governmental authorities may propose legislative and regulatory initiatives in response to public concerns over climate change which could result in increased energy, transportation and raw material costs, and may require us to make additional investments in our facilities and equipment. As a result of climate change, we may also be subjected to decreased availability of water, deteriorated quality of water, or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations and materially and adversely affect our profitability, results of operations and financial condition.

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The outbreak of the COVID-19 pandemic and associated responses have had, and we expect will continue to have, negative impacts on our business, financial condition and results of operations.

The public health crisis caused by the ongoing COVID-19 pandemic and the measures being taken by governments, businesses, including us, and the public at large to limit the spread of the COVID-19 pandemic have had, and we expect will continue to have, negative impacts on our business, financial condition, and results of operations, including:

• We have experienced, and may continue to experience, a decrease in sales of certain of our products in certain markets and distribution channels that have been affected by the COVID-19 pandemic. In particular, while sales of our products in the food service business (including U.S. airlines business) historically represent less than 10% of our total net sales, food service sales across all our major markets have been negatively affected by reduced consumer traffic resulting from shelter-in-place regulations, state executive orders and closings, and capacity limitations of restaurants and schools. We expect the impact of the COVID-19 pandemic on our food service business to soften in the future as the food service industry resumes normal operations across the United States. If the COVID-19 pandemic persists or intensifies, its negative impacts on our sales in food service channels, could be prolonged and may become more severe.

• To date, we have experienced increases in consumer demand for grocery products, due in part to consumer health concerns related to the COVID-19 pandemic. However, such increased demand could be short-lived. Further short-term or sustained increases in consumer demand at our retail customers may exceed our production capacity or otherwise disrupt our supply chain. We may also experience significant reductions in the availability of one or more of our products as a result of retailers, common carriers, or other shippers modifying restocking, fulfillment, and shipping practices. Rising costs associated with third-party shipping providers may also impact our business.

• We have and may in the future experience workforce disruptions in our supply chain due to the on-going impact of the COVID-19 pandemic. Based on guidance from the Centers for Disease Control and Prevention and state executive orders, we have implemented employee safety measures across our manufacturing plants and office facilities, including proper hygiene, social distancing, mask use, and temperature and health screenings. We believe these measures have reduced the risk of transmission of COVID-19 among our employees. However, illness, travel restrictions, absenteeism, and other workforce disruptions, along with our potential inability to effectively manage evolving health and welfare strategies, could negatively affect our supply chain, manufacturing, distribution, or other business processes.

• The COVID-19 pandemic has and may continue to limit the availability of our products, either by limiting the availability or competitive pricing of raw or packaging materials required to produce our products or by limiting or restricting the ability of third parties upon whom we rely, including co-manufacturers, distributors and contractors from meeting their obligations to us, such as the fulfillment of product shipments to customers. Additionally, the COVID-19 pandemic has and may continue to reduce the demand for certain of our products. As a result, our cream customers and food service partners may experience increased product costs, as we aim to offset the impacts of COVID-19 on our supply chain and fluctuations in customer demand.

• We rely on third-party service providers and business partners, such as cloud data storage and other information technology service providers, suppliers, distributors, co-manufacturers, contractors, and other external business partners, for certain functions or for services in support of key portions of our operations. Our increased reliance on remote access to information systems in response to COVID-19 increases our exposure to potential

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cybersecurity incidents. These third-party service providers and business partners are subject to risks and uncertainties related to the COVID-19 pandemic, which may interfere with their ability to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms.

• We have and may continue to incur additional costs to address the challenges created by the COVID-19 pandemic. These include additional costs associated with overtime and sick pay, appropriately compensating employees, including for working under challenging conditions and time spent getting vaccinated, hiring temporary contractors, implementing increased safety measures, providing employees with personal protective equipment, and procuring ingredients and managing our supply chain during a global pandemic. We will continue to devote increased efforts to maintain our collaborative and unique company culture through the use of videoconferencing and other online communication and sharing tools, and to monitoring the health, safety, morale, and productivity of our employees, including new employees, as we evaluate the impacts of the COVID-19 pandemic on our business and employees. Our operating results may be adversely affected if we experience significant unexpected costs related to these initiatives in the future.

In addition to the potential effects of the COVID-19 pandemic described above, the impacts of the global COVID-19 pandemic could exacerbate conditions in many of our other risk factors described in this “Risk Factors” section. The significance of our efforts to manage and remedy these impacts depends on factors outside our knowledge or control, including the duration of such conditions and to what extent normal economic and operating conditions can resume in the markets we serve and the success of third-party actions taken to contain the spread and mitigate public health effects. If we are unable to successfully manage our business through the challenges and uncertainty created by the COVID-19 pandemic, it could materially and adversely affect our business, results of operations, and financial condition.

We are subject to business and reputational risks related to sustainability and corporate social responsibility.

Our business faces increasing scrutiny related to environmental, social and governance (“ESG”) issues, including sustainable development, product packaging, renewable resources, environmental stewardship, supply chain management, climate change, diversity and inclusion, workplace conduct, human rights, philanthropy and support for local communities. If we or our distributors, suppliers or other partners fail to meet applicable standards or expectations with respect to these issues across our business, including the expectations we set for ourselves, our reputation and brand image could be damaged, and our business, financial condition and results of operations could be adversely impacted.

Implementation of our environmental and sustainability initiatives, including publication of our annual sustainability report, will require financial expenditures and employee resources, and if we are unable to meet our sustainability, environmental and social and governance goals, this could have a material adverse effect on our reputation and brand and negatively impact our relationship with our employees, customers and consumers. Even if we do comply with our standards, these standards could raise our costs. For example, any employment practices that increase the cost of our labor, such as wage increases, could have an adverse effect on our operating costs, financial condition and results of operations.

In addition, certain influential institutional investors are also increasing their focus on ESG practices and are placing importance on the implications and social cost of their investments. If our ESG practices do not meet the standards set by these stockholders, they may choose not to invest in our common stock or if our peer companies outperform us in their ESG initiatives, potential or current

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investors may elect to invest with our competitors instead. If we do not comply with investor or stockholder expectations and standards in connection with our ESG initiatives or are perceived to have not responded appropriately to address ESG issues within our company, our business and reputation could be negatively impacted and our share price could be materially and adversely affected.

Risks Relating to Tax Matters

Chobani Inc. will depend on distributions from Chobani Global Holdings to pay any taxes and other expenses, including payments under the Tax Receivable Agreement.

Chobani Inc. will be a holding company and, following this offering, its only business will be to act as the managing member of Chobani Global Holdings, and its only material assets will be Class A Units representing approximately    % of the membership interests of Chobani Global Holdings (or    % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). Chobani Inc. does not have any independent means of generating revenue. We anticipate that Chobani Global Holdings will continue to be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to the members of Chobani Global Holdings. Accordingly, Chobani Inc. will be required to pay income taxes on its allocable share of any net taxable income of Chobani Global Holdings. We intend to cause Chobani Global Holdings to make pro rata distributions to each of its members, including Chobani Inc., in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member and to allow Chobani Inc. to make payments under the Tax Receivable Agreement. In addition, Chobani Global Holdings will reimburse Chobani Inc. for corporate and other overhead expenses. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, Chobani Inc. shall receive the full amount of its tax distribution before the other members of Chobani Global Holdings receive any distribution and the balance, if any, of funds available for distribution shall be distributed to the other members of Chobani Global Holdings pro rata in accordance with their assumed tax liabilities. To the extent that Chobani Inc. needs funds, and Chobani Global Holdings is restricted from making such distributions under applicable laws or regulations, or is otherwise unable to provide such funds, it could materially and adversely affect Chobani Inc.’s ability to pay taxes and other expenses, including payments under the Tax Receivable Agreement, and affect our liquidity and financial condition. Although we do not currently expect to pay dividends, such restrictions could also affect Chobani Inc.’s ability to pay any dividends (if declared) in the future.

The Internal Revenue Service (IRS) might challenge the tax basis step-ups and other tax benefits we receive in connection with this offering and the related transactions and in connection with future acquisitions of Chobani Global Holdings units.

We will acquire Class B and Class M Units in Chobani Global Holdings in connection with this offering, and the members of Chobani Global Holdings other than Chobani Inc., in the future may exchange additional Class B Units or Class M Units for shares of our Class A common stock or, at the election of Chobani Inc. in its sole discretion, for cash. The Blocker Merger, the initial acquisitions, and exchanges by members of Chobani Global Holdings (other than Chobani Inc.) in the future may result in increases in the tax basis of the assets of Chobani Global Holdings that otherwise would not have been available. These increases in tax basis are expected to increase (for U.S. tax purposes) Chobani Inc.’s depreciation and amortization and, together with other tax benefits, reduce the amount of tax that Chobani Inc. would otherwise be required to pay, although it is possible that the Internal Revenue Service (the “IRS”) might challenge all or part of these tax basis increases or other tax benefits, and a court might sustain such a challenge. Chobani Inc.’s ability to achieve benefits from any tax basis increases or other tax benefits will depend upon a number of factors, as discussed below, including the timing and amount of our future income. We will not be reimbursed for any payments previously made under the Tax

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Receivable Agreement if the basis increases or other tax benefits described above are successfully challenged by the IRS or another taxing authority. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of our ultimate cash tax savings.

Chobani Inc. will be required to pay over to the TRA Parties of Chobani Global Holdings most of the tax benefits Chobani Inc. receives from tax basis step-ups (and certain other tax benefits) attributable to its acquisition of units of Chobani Global Holdings in connection with this offering and in the future, and the amount of those payments are expected to be substantial.

Chobani Inc. will enter into the Tax Receivable Agreement with the TRA Parties. The Tax Receivable Agreement will provide for payment by Chobani Inc. to the TRA Parties of 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and certain Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest). Chobani Inc. will retain the benefit of the remaining 15% of these net cash tax savings.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or have expired, unless we exercise our right to terminate the Tax Receivable Agreement (or it is terminated due to a change in control or our breach of a material obligation thereunder), in which case, Chobani Inc. will be required to make the termination payment specified in the Tax Receivable Agreement. In addition, payments we make under the Tax Receivable Agreement will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. Based on certain assumptions, including no material changes in the relevant tax law and that we earn sufficient taxable income to realize the full tax benefit of the increased amortization of our assets and the net operating losses (and similar items), we expect that future payments to the TRA Parties in respect of the initial public offering will equal $            million in the aggregate, based on an assumed price of our Class A common stock of $            per share (the midpoint of the price range set forth on the cover page of this prospectus), although the actual future payments to the TRA Parties will vary based on the factors discussed below, and estimating the amount and timing of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, as the calculation of amounts payable depends on a variety of factors and future events. We expect to receive distributions from Chobani Global Holdings in order to make any required payments under the Tax Receivable Agreement. However, we may need to incur debt to finance payments under the Tax Receivable Agreement to the extent such distributions or our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.

The actual increase in tax basis, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including the price of our Class A common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of Chobani Inc.’s income; the U.S. federal, state and local tax rates then applicable; the amount of each exchanging unitholder’s tax basis in its units at the time of the relevant exchange; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that Chobani Inc. may have made under the Tax Receivable Agreement; and the portion of Chobani Inc.’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis. We expect that, as a result of the increases in the tax basis of the tangible and intangible assets of Chobani Global Holdings attributable to the

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initial acquisitions and exchanged Chobani Global Holdings interests, the Blocker Merger, and certain other tax benefits, the payments that Chobani Inc. will be required to make to the beneficiaries under the Tax Receivable Agreement will be substantial. There may be a material negative effect on our financial condition and liquidity if, as described below, the payments under the Tax Receivable Agreement exceed the actual benefits Chobani Inc. receives in respect of the tax attributes subject to the Tax Receivable Agreement and/or distributions to Chobani Inc. by Chobani Global Holdings are not sufficient to permit Chobani Inc. to make payments under the Tax Receivable Agreement.

In certain circumstances, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits, if any, that Chobani Inc. actually realizes.

The Tax Receivable Agreement will provide that if (i) Chobani Inc. exercises its right to early termination of the Tax Receivable Agreement in whole (that is, with respect to all benefits due to all beneficiaries under the Tax Receivable Agreement) or in part (that is, with respect to some benefits due to all beneficiaries under the Tax Receivable Agreement), (ii) Chobani Inc. experiences certain changes in control, (iii) the Tax Receivable Agreement is rejected in certain bankruptcy proceedings, (iv) Chobani Inc. fails (subject to certain exceptions) to make a payment under the Tax Receivable Agreement within 180 days after the due date, or (v) Chobani Inc. materially breaches its obligations under the Tax Receivable Agreement, Chobani Inc. will be obligated to make an early termination payment to holders of rights under the Tax Receivable Agreement equal to the present value of all payments that would be required to be paid by Chobani Inc. under the Tax Receivable Agreement. The amount of such payments will be determined on the basis of certain assumptions in the Tax Receivable Agreement, including (i) the assumption that Chobani Inc. would have enough taxable income to fully utilize the tax benefit resulting from the tax assets that are the subject of the Tax Receivable Agreement, (ii) the assumption that any item of loss deduction, or credit generated by a basis adjustment or imputed interest arising in a taxable year preceding the taxable year that includes an early termination will be used by Chobani Inc. ratably from such taxable year through the earlier of (x) the scheduled expiration of such tax item or (y) 15 years; (iii) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (iv) the assumption that U.S. federal, state and local tax rates will be the same as in effect on the early termination date, unless scheduled to change; and (v) the assumption that any units of Chobani Global Holdings (other than those held by Chobani Inc.) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of Class A common stock on the termination date. Any early termination payment may be made significantly in advance of the actual realization, if any, of the future tax benefits to which the termination payment relates. The amount of the early termination payment is determined by discounting the present value of all payments that would be required to be paid by Chobani Inc. under the Tax Receivable Agreement at a rate equal to the lesser of (a) 6.5% and (b) LIBOR (as defined in the Tax Receivable Agreement), plus 400 basis points.

Moreover, as a result of an elective early termination, a change in control or Chobani Inc.’s material breach of its obligations under the Tax Receivable Agreement, Chobani Inc. could be required to make payments under the Tax Receivable Agreement that exceed its actual cash savings under the Tax Receivable Agreement. Thus, Chobani Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative effect on its financial condition and liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. We cannot assure you that we will be able to finance any early termination payment. It is also possible that the actual benefits ultimately realized by us may be significantly less than were projected in the computation of the early termination payment. We will not be reimbursed if the actual benefits ultimately realized by us are less than were projected in the computation of the early termination payment.

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Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we will determine and the IRS or another tax authority may challenge all or part of the tax basis increases, as well as other related tax positions we take, and a court could sustain such challenge. If any tax benefits that have given rise to payments under the Tax Receivable Agreement are subsequently disallowed, Chobani Inc. would be entitled to reduce future amounts otherwise payable to a holder of rights under the Tax Receivable Agreement to the extent the holder has received excess payments. However, the required final and binding determination that a holder of rights under the applicable Tax Receivable Agreement has received excess payments may not be made for a number of years following commencement of any challenge, and Chobani Inc. will not be permitted to reduce its payments under the Tax Receivable Agreement until there has been a final and binding determination, by which time sufficient subsequent payments under such Tax Receivable Agreement may not be available to offset prior payments for disallowed benefits. Chobani Inc. will not be reimbursed for any payments previously made under the Tax Receivable Agreement if the basis increases described above are successfully challenged by the IRS or another taxing authority. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the benefit that Chobani Inc. actually realizes in respect of the increases in tax basis (and utilization of certain other tax benefits) and Chobani Inc. may not be able to recoup those payments, which could adversely affect Chobani Inc.’s financial condition and liquidity.

In certain circumstances, Chobani Global Holdings will be required to make distributions to us and the continuing members of Chobani Global Holdings, and the distributions that Chobani Global Holdings will be required to make may be substantial.

Chobani Global Holdings is expected to continue to be treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to U.S. federal income tax. Instead, taxable income will be allocated to members, including Chobani Inc. Pursuant to the CGH LLC Agreement, Chobani Global Holdings will make pro rata tax distributions to its members, including Chobani Inc., which generally will be pro rata based on the ownership of Chobani Global Holdings units, calculated using an assumed tax rate, to enable each of the members to pay taxes on that member’s allocable share of Chobani Global Holdings’s net taxable income. Under applicable tax rules, Chobani Global Holdings is required to allocate net taxable income disproportionately to its members in certain circumstances. Because tax distributions will be determined based on assumptions, including an assumed tax rate that is the highest individual rate, but will be made pro rata based on ownership of Chobani Global Holdings units, Chobani Global Holdings will be required to make tax distributions that, in the aggregate, will likely exceed the aggregate amount of taxes payable by its members with respect to the allocation of Chobani Global Holdings income.

Funds used by Chobani Global Holdings to satisfy its tax distribution obligations (other than to us) will not be available for reinvestment in our business. Moreover, the tax distributions Chobani Global Holdings will be required to make may be substantial, and may significantly exceed (as a percentage of Chobani Global Holdings’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. In addition, because these payments will be calculated with reference to an assumed tax rate, and because of the disproportionate allocation of net taxable income, these payments likely will significantly exceed the actual tax liability for FHU US Holdings and CGH Management Holdings, the existing members of Chobani Global Holdings.

As a result of potential differences in the amount of net taxable income allocable to us and to Hamdi Ulukaya, the controlling member of Chobani Global Holdings, as well as the use of an assumed tax rate in calculating Chobani Global Holdings’s distribution obligations, we may receive distributions significantly in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement. We may choose to manage these excess distributions through a number of different approaches, including through the payment of dividends to our Class A common stockholders or by applying them to other corporate purposes.

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We may incur tax and other liabilities attributable to HOOPP as a result of certain reorganization transactions.

HOOPP holds its interest in Chobani Global Holdings through HOOPP Blocker, an entity that is taxable as a corporation for U.S. federal income tax purposes. Chobani Inc. will form a new merger subsidiary, and contemporaneously with this offering, the merger subsidiary will merge with and into the HOOPP Blocker, with HOOPP Blocker surviving. Immediately thereafter, HOOPP Blocker will merge with and into Chobani Inc., with Chobani Inc. surviving. In connection with the Blocker Merger, Chobani Inc. will pay HOOPP a combination of cash from the net proceeds of this offering and shares of Class A common stock as merger consideration. See “Organizational Structure—The Reorganization.” As the successor to these merged entities, Chobani Inc. generally will succeed to and be responsible for any outstanding or historical tax or other liabilities of HOOPP Blocker, including any liabilities that might be incurred as a result of the Blocker Merger. Any such liabilities for which Chobani Inc. is responsible could have an adverse effect on our liquidity and financial condition.

Pursuant to regulations issued under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), Chobani Inc. may not be permitted to deduct its distributive share of compensation expense to the extent that the compensation was paid by Chobani Global Holdings to certain of Chobani Inc.’s covered employees, potentially resulting in additional U.S. federal income tax liability for Chobani Inc. and reducing cash available for distribution to Chobani Inc.’s stockholders and/or for the payment of other expenses and obligations of Chobani Inc.

Section 162(m) of the Code disallows the deduction by any publicly held corporation of applicable employee compensation paid with respect to any covered employee to the extent that such compensation for the taxable year exceeds $1,000,000. A “covered employee” means any employee of the taxpayer if the employee (a) is the chief executive officer (“CEO”) or chief financial officer (“CFO”) of the taxpayer at any time during the taxable year, or was an individual acting in such a capacity, (b) was among the three highest compensated executive officers for the taxable year (other than the CEO or CFO or an individual acting in such a capacity), or (c) was a covered employee of the taxpayer (or any predecessor) for any preceding taxable year beginning after December 31, 2016. Pursuant to final regulations released for publication in the Federal Register by the IRS and the United States Department of the Treasury on December 30, 2020 (the “Section 162(m) Regulations”), Chobani Inc. will not be permitted to claim a deduction for the distributive share of compensation expense of Chobani Global Holdings allocated to it to the extent that such distributive share, plus the amount of any compensation paid directly by Chobani Inc., exceeds $1,000,000 with respect to a covered employee, even if Chobani Global Holdings, rather than Chobani Inc., pays the compensation. The Section 162(m) Regulations were effective upon publication of final regulations in the Federal Register but apply to any deduction for compensation that is otherwise allowable for a taxable year ending on or after December 20, 2019. However, the Section 162(m) Regulations do not apply to compensation paid pursuant to a written binding contract in effect on December 20, 2019 that is not materially modified after that date. Accordingly, to the extent that Chobani Inc. is disallowed a deduction for its distributive share of compensation expense under Section 162(m) of the Code, it may result in additional U.S. federal income tax liability for Chobani Inc. and/or reduce cash available for distribution to Chobani Inc.’s stockholders or for the payment of other expenses and obligations of Chobani Inc.

Future changes to tax laws or our effective tax rate could materially and adversely affect our company and reduce net returns to our stockholders.

Our tax treatment is subject to the enactment of, or changes in, tax laws, regulations and treaties, or the interpretation thereof, tax policy initiatives and reforms under consideration and the practices of tax authorities in various jurisdictions. Such changes may include (but are not limited to) the taxation of

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operating income, investment income, dividends received or (in the specific context of withholding tax) dividends paid, or the taxation of partnerships and other passthrough entities. In addition, the Group of Twenty, the OECD, the U.S. Congress and Treasury Department and other government agencies in jurisdictions where we and our affiliates do business have focused on issues related to the taxation of multinational corporations, including, transfer pricing, country-by-country reporting and base erosion. As a result, the tax laws in the United States and in jurisdictions which we do business could change on a prospective or retroactive basis, and any such changes could have an adverse effect on our worldwide tax liabilities, business, financial condition and results of operations. We are unable to predict what tax reform may be proposed or enacted in the future or what effect such changes would have on our business, but such changes, to the extent they are brought into tax legislation, regulations, policies or practices, could affect our financial position and overall or effective tax rates in the future in countries where we have operations, reduce post-tax returns to our stockholders, and increase the complexity, burden and cost of tax compliance.

Our businesses are subject to income taxation in the United States, as well as other tax jurisdictions throughout the world, including Canada, Australia and Mexico. Tax rates in these jurisdictions, including at the federal, state and local levels in the United States, may be subject to significant change. If our effective tax rate increases, our operating results and cash flow could be adversely affected. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, projected levels of taxable income in each jurisdiction, tax audits conducted and settled by various tax authorities, and adjustments to income taxes upon finalization of income tax returns.

We may be required to pay additional taxes because of the U.S. federal partnership audit rules and potentially also state and local tax rules.

Under the U.S. federal partnership audit rules, subject to certain exceptions, audit adjustments to items of income, gain, loss, deduction, or credit of an entity (and any holder’s share thereof) are determined, and taxes, interest, and penalties attributable thereto, are assessed and collected at the entity level. Chobani Global Holdings (or any of its applicable subsidiaries or other entities in which Chobani Global Holdings directly or indirectly invests that are classified as partnerships for U.S. federal income tax purposes) may be required to pay additional taxes, interest and penalties as a result of an audit adjustment, and Chobani Inc., as a member of Chobani Global Holdings (or such other entities), could be required to indirectly bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment. Audit adjustments for state or local tax purposes similarly could result in Chobani Global Holdings (or any of its applicable subsidiaries or other entities in which Chobani Global Holdings directly or indirectly invests) being required to pay or indirectly bear the economic burden of state or local taxes and associated interest, and penalties.

Under certain circumstances, Chobani Global Holdings or an entity in which Chobani Global Holdings directly or indirectly invests may be eligible to make an election to cause members of Chobani Global Holdings (or such other entity) to take into account the amount of any understatement, including any interest and penalties, in accordance with such member’s share in Chobani Global Holdings in the year under audit. We will decide whether or not to cause Chobani Global Holdings to make this election; however, there are circumstances in which the election may not be available and, in the case of an entity in which Chobani Global Holdings directly or indirectly invests, such decision may be outside of our control. If Chobani Global Holdings or an entity in which Chobani Global Holdings directly or indirectly invests does not make this election, the then-current members of Chobani Global Holdings (including Chobani Inc.) could economically bear the burden of the understatement.

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If Chobani Global Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, Chobani Inc. and Chobani Global Holdings might be subject to potentially significant tax inefficiencies, and Chobani Inc. would not be able to recover payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits were subsequently determined to have been unavailable due to such status.

We intend to operate such that Chobani Global Holdings does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is an entity that otherwise would be treated as a partnership for U.S. federal income tax purposes, the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. From time to time the U.S. Congress has considered legislation to change the tax treatment of partnerships and there can be no assurance that any such legislation will not be enacted or if enacted will not be adverse to us.

If Chobani Global Holdings were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, significant tax inefficiencies might result for Chobani Inc. and Chobani Global Holdings, including as a result of Chobani Inc.’s inability to file a consolidated U.S. federal income tax return with Chobani Global Holdings. In addition, Chobani Inc. may not be able to realize tax benefits covered under the Tax Receivable Agreement and would not be able to recover any payments previously made by it under the Tax Receivable Agreement, even if the corresponding tax benefits (including any claimed increase in the tax basis of Chobani Global Holdings’s assets) were subsequently determined to have been unavailable.

Risks Related to Our Status as a Public Benefit Corporation

Our status as a public benefit corporation may not result in the benefits that we anticipate.

We have elected to be classified as a public benefit corporation under Delaware law. As a public benefit corporation, our board of directors is required to manage or direct our business and affairs in a manner that balances the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct and the specific public benefit or public benefits identified in our certificate of incorporation. In addition, there is no assurance that the expected positive impact from being a public benefit corporation will be realized as we may be unable or slow to realize the benefits we expect from actions taken to benefit our stakeholders, including our employees, consumers, farmers, suppliers, other partners, communities and the environment, which could adversely affect our business, results of operations and financial condition, which in turn could cause the market price of our Class A common stock to decline. Accordingly, being a public benefit corporation and complying with our related obligations could negatively impact our ability to provide the highest possible return to our stockholders.

As a public benefit corporation, we are required to disclose to stockholders a report at least biennially on our overall public benefit performance and on our assessment of our success in achieving our specific public benefit purpose. If we are not timely or are unable to provide this report, or if the report is not viewed favorably by parties doing business with us or regulators or others reviewing our credentials, our reputation and status as a public benefit corporation may be harmed, which could in turn have a material adverse effect on our business, results of operations and financial condition.

As a public benefit corporation, our duty to balance a variety of interests may result in actions that do not maximize stockholder value.

While we believe our public benefit designation and obligation will benefit our stockholders, in balancing these interests, our board of directors may take actions that do not maximize stockholder

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value. In the event of a conflict between the interests of our stockholders and the interests of our specific public benefit or our other stakeholders, our directors must only make informed and disinterested decisions that serve a rational purpose. As a result, there is no guarantee such a conflict would be resolved in favor of our stockholders, which could have a material adverse effect on our business, results of operations and financial condition, which in turn could cause the market price of our Class A common stock to decline. Any benefits to stockholders resulting from our public benefit purpose may not materialize within the timeframe we expect or at all and our status as a public benefit corporation may negatively impact stockholders. For example:

• we may choose to revise our policies in ways that we believe will be beneficial to our stakeholders, including our employees, consumers, farmers, suppliers, other partners, communities and the environment, even though the changes may be costly;

• we may pursue initiatives, programs and services to support and demonstrate our commitment to our stakeholders, even though there is no immediate return to our stockholders; or

• in responding to a possible proposal to acquire the company, our board of directors may be influenced by the interests of our stakeholders, including our employees, consumers, farmers, suppliers, other partners, communities and the environment, any or all of whose interests may be different from the interests of our stockholders.

As a public benefit corporation, we may become subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our business, results of operations and financial condition.

Stockholders of a Delaware public benefit corporation (if they, individually or collectively, own at least 2% of its outstanding shares or, upon the completion of this offering, the lesser of such percentage or shares of at least $2 million in market value) are entitled to file a derivative lawsuit claiming that its directors failed to balance stockholder and public benefit interests. This potential liability does not exist for traditional corporations. Therefore, we may be subject to the possibility of increased derivative litigation, which could cause us to incur additional expenses and liabilities and would require the attention of management and, as a result, may adversely impact management’s ability to effectively execute our strategy. Any such derivative litigation may be costly and have an adverse impact on our financial condition and results of operations. In addition, there is currently limited case law involving public benefit corporations (including case law interpreting and applying the balancing obligation of public benefit corporation directors), which may expose us to additional litigation risk generally until additional case law develops or additional legislative action is taken.

Risks Relating to this Offering and Ownership of Our Common Stock

No public market for our Class A common stock currently exists, and an active trading market may not develop or be sustained following this offering.

Prior to this offering, there has been no public market for our Class A common stock. Although we have applied to list our Class A common stock on Nasdaq under the symbol “CHO,” an active trading market may not develop following the closing of this offering or, if developed, may not be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. 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. The initial public offering price was determined by negotiations among us and the underwriters and may not be indicative of the future prices of our Class A common stock.

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The market price of our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

The market price of our common stock is likely to be volatile and you could lose all or part of your investment. Stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in our industry. If you purchase shares of our Class A common stock in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. Following the completion of our initial public offering, the market price of our Class A common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control and may not be related to our operating performance, including:

• announcements of new products, commercial relationships, acquisitions or other events by us or our competitors;

• price and volume fluctuations in the overall stock market from time to time;

• significant volatility in the market price and trading volume of food and beverage companies;

• addition or loss of significant customers or other developments with respect to significant customers or in customer needs or expectations or trends in markets in which we operate;

• fluctuations in the trading volume of our shares or the size of our public float;

• sales of our Class A common stock or any securities into Class A common stock by us, our executive officers, directors or our stockholders in the future;

• actual or anticipated changes or fluctuations in our operating results;

• our ability to implement our business strategy;

• our ability to complete and integrate acquisitions;

• whether our operating results meet the expectations of securities analysts or investors;

• actual or anticipated changes in the expectations of investors or securities analysts and their perception of us, our competitors and our industry;

• litigation or investigations or regulatory scrutiny involving us, our industry, or both;

• regulatory developments in the United States, foreign countries, or both applicable to our products;

• global economic conditions or activity levels in our industry;

• economic, political, legal and regulatory factors unrelated to our performance;

• major catastrophic events;

• lockup releases or sales of large blocks of our Class A common stock or securities convertible into shares of Class A common stock;

• departures of key employees;

• changes in accounting principles;

• any adverse consequences related to our multi-class capital structure, such as stock index providers excluding companies with multi-class capital structures from certain indices; or

• an adverse impact on the company from any of the other risks cited in this prospectus.

In addition, if the stock market for food and beverage companies, or the stock market generally, experiences a loss of investor confidence, the trading price of our Class A common stock could decline

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for reasons unrelated to our business, operating results or financial condition. Stock prices of many food and beverage companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. The trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Our focus on the long-term best interests of our company and our consideration of all of our stakeholders, including our employees, consumers, farmers, suppliers, other partners, communities, the environment and other stakeholders that we may identify from time to time, may conflict with short- or medium-term financial interests and business performance, which may negatively impact the value of our Class A common stock.

We believe that focusing on the long-term best interests of our company and our consideration of all of our stakeholders, including our employees, consumers, farmers, suppliers, other partners, communities, the environment and other stakeholders we may identify from time to time, is essential to the long-term success of our company and to long-term stockholder value. Therefore, we have made decisions and may in the future make decisions, that we believe are in the long-term best interests of our company and our stakeholders, even if such decisions may negatively impact the short- or medium-term performance of our business, results of operations and financial condition or the short- or medium-term performance of our Class A common stock. Our commitment to pursuing long-term value for our company and all of our stakeholders, potentially at the expense of short- or medium-term performance, may materially adversely affect the trading price of our Class A common stock, including by making ownership of our Class A common stock less appealing to investors who are focused on returns over a shorter time horizon. Our decisions and actions in pursuit of long-term success and long-term value, which may include changes to our manufacturing and distribution practices, sustainability practices and initiatives, product packaging, management and usage of our resources, employee wellness and diversity and inclusion initiatives, investment in and service to communities, the environment, charitable initiatives, investments in our relationships with employees, consumers, customers, farmers, suppliers and other partners, investments in the research and development of and commercialization of our products, or changes in our approach to working with local or national jurisdictions on laws and regulations governing our business, may not result in the long-term benefits that we expect, in which case our business, results of operations and financial condition, as well as the trading price of our Class A common stock, could be materially adversely affected.

Sales of substantial blocks of our Class A common stock into the public market after this offering, including when the “lock-up” periods end, or the perception that such sales might occur, could cause the market price of our Class A common stock to decline.

Sales of substantial blocks of our Class A common stock into the public market after this offering, including when any “lock-up” periods end, or the perception that such sales might occur, could cause the market price of our Class A common stock to decline and may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate. Upon completion of this offering, we will have                shares of Class A common stock outstanding (assuming no exercise of the underwriters’ option to purchase additional shares) and                shares of Class A common stock issuable upon exchange of Class B Units and Class M Units. All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares held by our “affiliates” as defined in Rule 144 under the Securities Act.

Subject to certain exceptions described under the caption “Underwriting—Lock-Up Agreements,” we, our directors and officers, our current and former employees and holders of substantially all of our

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equity securities, are subject to lock-up agreements that restrict their ability to offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of directly or indirectly, any shares of Class A common stock and Class B common stock, or any securities convertible into, exchangeable for or that represent the right to receive any shares of our common stock for a period of 180 days after the date of this prospectus. Certain of the exceptions will permit (i) our current employees, other than directors or officers (within the meaning of Section 16(a) of the Exchange Act), to sell up to 40% of the vested awards under the 2016 Growth Sharing Plan and/or the 2020 Value Sharing Plan (subject to certain considerations) plus 15% of the vested awards under the 2016 Management Plan and/or the 2020 Management Plan beginning at the commencement of trading on the second trading day on which the Class A common stock is traded on the Nasdaq Global Select Market and (ii) our current employees, directors and officers (other than Mr. Ulukaya) to sell up to 30% of the vested units under the 2016 Management Plan and/or the 2020 Management Plan (less any units sold pursuant to the preceding sentence or to us in the offering) on the trading day following the date that we publish our first quarterly or annual financial results following this offering. When the applicable lock-up period expires, we, our directors and officers, our current and former employees and locked-up equity holders will be able to sell shares into the public market. The underwriters may, in their sole discretion, permit our directors and officers, our current and former employees and locked-up equity holders to sell shares prior to the expiration of the restrictive provisions contained in the “lock-up” agreements with the underwriters.

Concurrently with the closing of this offering and the Reorganization, we intend to enter into the Stockholders’ Agreement with FHU US Holdings and HOOPP. This agreement will provide Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, with registration rights whereby, at any time following the lock-up restrictions described in this prospectus, he will have the right to require us to register under the Securities Act the shares of Class A common stock issuable upon exchange of Class B Units held by FHU US Holdings. HOOPP will also be entitled to limited registration rights with respect to their shares of Class A common stock, following the lockup restrictions. The Stockholders’ Agreement will also provide for piggyback registration rights for Hamdi Ulukaya and HOOPP, subject to certain conditions and exceptions. See “Certain Relationships and Related Party Transactions—Proposed Transactions with Chobani Inc.—Stockholders’ Agreement.” For more information regarding the lock-up agreements, see the descriptions included in the sections entitled “Shares Eligible for Future Sale—Lock-Up Agreements”; “Underwriting—Lock-Up Agreements.” We also intend to register the offer and sale of all shares of common stock that we may issue under our equity compensation plans.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

We expect the initial public offering price of our Class A common stock will be substantially higher than the pro forma net tangible book value per share of our Class A common stock, after giving effect to the exchange of all outstanding Class B Units, Class M Units and other awards under our employee incentive plans, for shares of our Class A common stock or, at the election of Chobani Inc. in its sole discretion, for cash. Therefore, investors purchasing shares of Class A common stock in this offering will pay a price per share that substantially exceeds our pro forma net tangible book value per share after this offering. As a result, investors will:

• incur immediate dilution of $            per share; and

• contribute the total amount invested to date to fund Chobani Inc., but will own only approximately    % of the shares of our Class A common stock outstanding, assuming all Class B Units and Class M Units outstanding immediately after the Reorganization and this offering were exchanged for shares of our Class A common stock. See “Dilution.”

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Investors in this offering will experience further dilution upon the issuance of shares underlying awards made pursuant to any equity incentive plans. See “Organizational Structure—The CGH LLC Agreement—Classes of Chobani Global Holdings Units.”

We have broad discretion in the use of net proceeds that we receive in this offering and we may not use them effectively.

After giving effect to the use of proceeds described in “Use of Proceeds” and the Reorganization, we expect to have remaining net proceeds, which we currently intend to use for working capital and other general corporate purposes. Our management will have broad discretion in the application of the net proceeds, including possible acquisitions of, or investments in, businesses or technologies. The failure by our management to apply these funds effectively could harm our business, operating results and financial condition.

We do not intend to pay dividends for the foreseeable future and, as a result, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.

We do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management, and may adversely affect the market price of our stock.

Provisions in our certificate of incorporation and amended and restated bylaws (the “bylaws”), which we expect to be in effect upon completion of this offering, and provisions of Delaware law applicable to us as a public benefit corporation, could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors that are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. Among other things, our certificate of incorporation and bylaws include provisions that:

• authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

• if Hamdi Ulukaya ceases to own at least 50% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections (the “Trigger Date”), establish a classified board of directors, with each class serving three-year staggered terms, subject to a 7-year sunset, so that not all members of our board of directors are elected at one time;

• from and after the Trigger Date as long as our board is classified, provide that directors can be removed only for cause and only upon the affirmative vote of the holders of at least 66²⁄₃% of voting power of the outstanding shares of our capital stock entitled to vote thereon;

• prohibit the use of cumulative voting for the election of directors;

• from and after the Trigger Date, eliminate the ability of stockholders to call special meetings;

• from and after the Trigger Date, prohibit stockholder action by written consent and instead require stockholder actions to be taken at a meeting of our stockholders;

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• from and after the Trigger Date, prohibit our stockholders from being able to fill vacancies on our board of directors;

• reflect two classes of stock, with Class B common stock having ten votes per share and Class A common stock having one vote per share, until a Sunset becomes effective;

• from and after the Trigger Date, require the approval of the holders of at least 66²⁄₃% of voting power of the outstanding shares of our capital stock entitled to vote thereon to amend or repeal our bylaws and certain provisions of our certificate of incorporation; and

• establish advance notice and duration of ownership requirements for nominations for election to the board of directors or for proposing other matters that can be acted upon by stockholders at stockholder meetings.

These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.

In addition, we are a Delaware corporation and governed by the Delaware General Corporation Law (the “DGCL”). In general, Section 203 of the DGCL (“Section 203”), an anti-takeover law, prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s voting stock, which person or group is considered an interested stockholder under the DGCL, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. We intend to elect in our certificate of incorporation not to be subject to Section 203. However, our certificate of incorporation will contain provisions that have the same effect as Section 203, except that they will provide that Hamdi Ulukaya, his affiliates, and their respective successors (other than our company), as well as their direct and indirect transferees, will not be deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions. For additional details, read “Description of Capital Stock.”

Also, as a public benefit corporation, our board of directors is required by Delaware law to manage or direct our business and affairs in a manner that balances the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct and the specific public benefit or public benefits identified in our certificate of incorporation. We believe that our public benefit corporation status will make it more difficult for another party to obtain control of us. Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our Class A common stock and they could deter potential acquirers of our company, thereby reducing the likelihood that you would receive a premium for your shares of our Class A common stock in an acquisition.

In addition, our existing debt agreements include, and other debt instruments we may enter into in the future may include, provisions entitling the lenders or bondholders, as applicable, to demand immediate repayment of all borrowings or outstanding indebtedness upon the occurrence of certain change of control events relating to our company, which also could discourage, delay or prevent a business combination transaction.

Our certificate of incorporation will include an exclusive forum clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our certificate of incorporation will provide that, unless we, in writing, select or consent to the selection of an alternative forum, all complaints asserting any internal corporate claims (defined as

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claims, including claims in the right of our company: (i) that are based upon a violation of a duty by a current or former director, officer, employee, or stockholder in such capacity; or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, subject matter jurisdiction, another state court or a federal court located within the State of Delaware). Further, unless we select or consent to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our choice-of-forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in our common stock shall be deemed to have notice of and to have consented to the forum selection provisions described in our certificate of incorporation. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and such persons. It is possible that a court may find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, in which case we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations. See the section entitled “Description of Capital Stock—Exclusive Forum Clause.”

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

Our bylaws will provide that we will indemnify our directors and officers, in each case to the fullest extent permitted by the DGCL.

In addition, as permitted by Section 145 of the DGCL, our bylaws and our indemnification agreements that we expect to enter into with our directors and officers will provide that:

• we will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by the DGCL. The DGCL provides that a corporation may indemnify such person 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 registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

• we may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

• we are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

• we will not be obligated pursuant to our bylaws to indemnify a person with respect to proceedings initiated by that person against us or our other indemnitees, except with respect to proceedings authorized by our board of directors or brought to enforce a right to indemnification;

• the rights conferred in our bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

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• we may not retroactively amend our bylaw provisions to reduce our indemnification obligations to directors, officers, employees and agents.

We expect to be a “controlled company” within the meaning of Nasdaq rules and, as a result, will qualify for, and intend to rely on exemptions from certain corporate governance requirements.

Upon completion of this offering, Hamdi Ulukaya will beneficially own a majority of our outstanding voting power. So long as no Sunset has occurred, Hamdi Ulukaya is expected to hold a majority of the Company’s outstanding voting power and thereby will be able to control the outcome of matters submitted to a stockholder vote. As a result, we expect to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under the corporate governance rules of Nasdaq, a company of which more than 50% of the voting power with respect to director elections is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with certain corporate governance requirements thereunder, including the requirements that:

• a majority of such company’s board of directors consist of independent directors;

• that compensation of executive officers be determined, or recommended to the board of directors for determination, by a compensation committee composed solely of independent directors;

• that director nominees be selected, or recommended for the board of directors’ selection, by a nomination committee composed solely of independent directors; and

• such company conduct an annual performance evaluation of the nomination and compensation committees.

These requirements will not apply to us as long as we remain a controlled company. We intend to rely on some or all of the controlled company exemptions. Accordingly, investors in our shares of common stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq. See “Organizational Structure”; “Management—Controlled Company Exemption”.

Our dual class share structure may depress the trading price of our Class A common stock.

Our dual class share structure may result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500. These changes exclude companies with multiple classes of shares of common stock from being added to these indices. In addition, several stockholder advisory firms have announced their opposition to the use of dual or multiple class structures. As a result, the dual class structure of our common stock may prevent the inclusion of our Class A common stock in these indices and may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our Class A common stock. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.

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Hamdi Ulukaya will have the ability to direct the voting of a majority of the voting power of our common stock, and his interests may conflict with those of our other stockholders.

Upon completion of this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common stock is entitled to ten votes per share on all matters presented to our stockholders generally until a Sunset becomes effective. After a Sunset becomes effective (as described in “Organizational Structure—Voting Rights of Common Stock”), each share of Class B common stock will be entitled to one vote per share instead of ten votes per share. Holders of common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our certificate of incorporation.

Upon completion of this offering (assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock), Hamdi Ulukaya will indirectly own, through his controlling ownership of FHU US Holdings, 100% of our Class B common stock (representing    % of the total combined voting power of our issued and outstanding common stock). As a result, Hamdi Ulukaya will be able to control matters requiring stockholder approval, including the election and removal of directors, changes to our organizational documents and significant corporate transactions, including any merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership makes it unlikely that any holder or group of holders of our Class A common stock will be able to affect the way we are managed or the direction of our business.

The interests of Hamdi Ulukaya with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders. Hamdi Ulukaya would have to approve any potential acquisition of us. The existence of significant stockholders may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management or limiting the ability of our other stockholders to approve transactions that they may deem to be in our best interests. Hamdi Ulukaya’s concentration of stock ownership may also adversely affect the trading price of our Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with significant stockholders.

Our certificate of incorporation will contain provisions renouncing our interest and expectation to participate in certain corporate opportunities identified by or presented to certain of our existing investors.

Each of Hamdi Ulukaya, HOOPP and their respective affiliates may engage in certain activities similar to ours or lines of business or have an interest in similar areas of corporate opportunities as we do. Our certificate of incorporation will provide that Hamdi Ulukaya, HOOPP and their respective affiliates will not have any duty to refrain from corporate opportunities of (1) engaging, directly or indirectly, in same or similar business activities or lines of business as us as long as they do not constitute “core business,” (as defined in the certificate of incorporation) or (2) otherwise competing with us with respect to any activity or business that is not a core business corporate opportunity (as defined in the certificate of incorporation) or pursuing any renounced corporate opportunity (as defined in the certificate of incorporation). In the event that Hamdi Ulukaya, HOOPP or any of their respective affiliates acquire knowledge of a potential business opportunity that is a renounced corporate opportunity and which may be a corporate opportunity for us, they will have no duty to communicate or offer such renounced corporate opportunity to us. Our certificate of incorporation will also provide that, to the fullest extent permitted by law, Hamdi Ulukaya, HOOPP and their respective affiliates will not be liable to us, for breach of any fiduciary duty or otherwise, by reason of the fact any of them direct such renounced corporate opportunity to another person, or otherwise do not communicate information regarding such renounced corporate opportunity to us, and we will waive and renounce any claim that

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such renounced corporate opportunity constituted a corporate opportunity that should have been presented to us. These potential conflicts of interest could have a material and adverse effect on our business, financial condition, operating results, cash flows and prospects if attractive business opportunities are allocated by Hamdi Ulukaya, HOOPP or any of their respective affiliates to themselves instead of to us. See “Description of Capital Stock—Corporate Opportunity.”

For additional information relating to Hamdi Ulukaya’s personal business endeavors and potential adverse impacts on our company see “—Our success depends in part on the services, reputation, and popularity of Hamdi Ulukaya. Any loss of his services or adverse reactions to publicity relating to Hamdi Ulukaya, could adversely affect our revenues, results of operations, our ability to maintain or generate a consumer base, and execute our business strategy.”

Risks Related to Being a Public Company

The requirements of being a public company, including compliance with reporting requirements of the Exchange Act and the requirements of the Sarbanes-Oxley Act and Nasdaq, may strain our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

As a public company, we will be subject to the reporting requirements of the Exchange Act, and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulations. These requirements may place a strain on our management, systems and resources. Compliance with these rules and regulations have caused us to incur and will continue to increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and operating results and maintain effective disclosure controls and procedures and internal controls over financial reporting. Nasdaq requires that we comply with various corporate governance requirements. Significant resources and management oversight will be required to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting to meet this standard. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results, which could have a material adverse effect on us and the market price of our Class A common stock. Although we have already hired additional employees and repurposed existing employees to comply with these requirements, we may need to hire even more employees in the future, which will increase our costs and expenses.

The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers and members of our board of directors, particularly to serve on our audit committee, people development and compensation committee, governance and nominating committee, and sustainability and social responsibility committee. We cannot predict or estimate the amount of additional costs we may incur or the timing of these costs. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions and other regulatory action and potentially civil litigation.

Our management team has limited experience managing a public company.

Most members of our management team have limited or no experience managing a publicly-traded company, interacting with public company investors, and complying with the increasingly

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complex laws, rules and regulations that govern public companies. There are significant obligations we will now be subject to relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage our transition to being a public company. These new obligations and added scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, operating results and financial condition. We may not have adequate personnel with the appropriate level of knowledge, experience and training in the accounting policies, practices or internal control over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is likely that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.

We will incur increased costs as a result of becoming a public company and in the administration of our organizational structure.

As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the Securities and Exchange Commission (“SEC”). Following the completion of this offering, we will incur ongoing periodic expenses in connection with the administration of our organizational structure, including obligations related to the Tax Receivable Agreement. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

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.

Prior to the completion of this offering, we were a private company and were not required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and 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 Sections 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. Additionally, our independent public accounting firm will be required to report on the effectiveness of our internal controls over financial reporting as required by Section 404 of the Sarbanes-Oxley Act. Our independent registered public accounting firm may issue a report that is adverse to us in the event it is not satisfied with the level at which our controls are documented, designed or operating.

To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures

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and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any additional material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to lawsuits, sanctions or investigations by regulatory authorities, which would require additional financial and management resources.

If we cannot maintain our company culture or focus on our purpose as we grow, our success and our business and competitive position may be harmed.

We believe our culture and our purpose have been key contributors to our success to date and that the critical nature of the platform that we provide promotes a sense of greater purpose and fulfillment among our employees. Any failure to preserve our culture or focus on our mission could negatively affect our ability to retain and recruit personnel, which is critical to our growth, and to effectively focus on and pursue our corporate objectives. As we continue to grow and develop the infrastructure associated with being a public company, we will need to maintain our unique and distinctive culture and align a greater number of employees with our mission to ensure our success through on-going, meaningful employee engagement and leadership development initiatives. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

If securities or industry analysts do not publish research or reports about our business, or publish inaccurate or unfavorable research reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock will partially depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our shares or change their opinion of our business prospects, our share price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates or at all.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. For example, several of the reports rely on or employ projections of consumer adoption and incorporate data from secondary sources such as company websites as well as industry, trade and government publications. While our estimates of market size and expected growth of our market were made in good faith and are based on assumptions and estimates we believe to be reasonable, these estimates may not prove to be accurate. Even if the market in which we compete meets the size estimates and growth forecast in this prospectus, our business could fail to grow at the rate we anticipate or at all.

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Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.

Our results of operations could be adversely affected by general conditions in the global economy and in the global markets. For example, the COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, created significant volatility and disruption in financial markets and increased unemployment levels, all of which may become heightened concerns upon any subsequent wave of infection or future developments. Adverse and uncertain economic conditions may impact distributor, retailer and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, manufacturers, distributors, retailers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns. In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive. Distributors and retailers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, retailer customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price. Prolonged unfavorable economic conditions may have an adverse effect on our sales and profitability.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements regarding, among other things, our market opportunities, anticipated improvements or challenges in operations, regulatory developments, our plans, earnings, cash flow and expense estimates, strategies and prospects (both business and financial) and our results of operations, financial position, and future prospects following the offering described herein. All statements other than statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial position, are forward-looking. We use words such as “anticipate,” “believe,” “expect,” “estimate,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “will” and similar expressions to identify forward-looking statements.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from those expressed in forward-looking statements include, among others:

• prices and availability of raw materials that we use to manufacture our products, including, milk;

• disruption to our manufacturing or distribution operations;

• changes in our relationships with significant customers, suppliers, and other business relationships;

• our ability to anticipate consumer demand and preferences for our products, to offer new products to meet those changes, and to respond to competitive innovation;

• uncertainties associated with our ability to implement our business strategy and to innovate successfully;

• our ability to drive revenue growth in our key product categories, increase our market share, or add products that are in faster-growing and more profitable categories;

• consolidation or loss of our customers;

• changes in consumer spending and general economic conditions;

• any event that could have a material adverse effect on our brands or reputation, such as product contamination or protracted quality control difficulties;

• factors affecting our ability to compete;

• costs associated with product processing and transportation;

• the impact of present or future domestic and

• international government regulations affecting our operations, including worker safety and environmental laws;

• our ability to hire and maintain key personnel or a highly skilled and diverse workforce;

• the impact of restrictive debt covenants on our operating flexibility;

• risks associated with our leverage and debt service obligations;

• our ability to obtain, protect, maintain, and enforce our intellectual property rights;

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• significant disruptions in our information technology systems, including data security breaches, cyber-attacks, and other unauthorized or improper access;

• our focus on a specific public benefit purpose and producing a positive effect for our stakeholders may negatively influence our financial performance;

• our ability to insure against any potential losses;

• the nature, duration, or scope of the overall impact of the COVID-19 pandemic on our business, financial condition, and results of operations; and

• other risks, uncertainties and factors set forth in this prospectus, including those set forth under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”

Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

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ORGANIZATIONAL STRUCTURE

On June 15, 2021, Chobani Inc. was incorporated as a Delaware corporation and became a public benefit corporation in Delaware on                     , 2021. Prior to this offering, Chobani Inc. had no business operations. Our business is currently conducted through Chobani Global Holdings.

Historical Ownership Structure

Chobani Global Holdings is owned by Hamdi Ulukaya, employees and HOOPP. Immediately prior to the Reorganization described below, the outstanding equity capital of Chobani Global Holdings consists of two classes of membership units (which we refer to collectively as the “Pre-IPO Units”):

• Pre-IPO Class A Units.    All of the Pre-IPO Class A Units are held by FHU US Holdings. FHU US Holdings is controlled by:

• Hamdi Ulukaya, who beneficially owns 80% of the membership units of FHU US Holdings; and

• HOOPP Blocker, an entity that is taxable as a corporation for U.S. federal income tax purposes that is controlled by HOOPP, which owns 20% of the membership units of FHU US Holdings.

• Pre-IPO Class B Units.    All of the Pre-IPO Class B Units are held on behalf of certain Chobani employees indirectly through CGH Management Holdings. CGH Management Holdings holds the Pre-IPO Class B Units to satisfy its obligations under grants to certain of our employees.

• Incentive Plans.    Chobani Global Holdings has historically maintained a number of employee incentive plans, pursuant to which our employees and directors and CGH Management Holdings (which issues grants to certain of our employees), are eligible to receive awards with respect to which we have allocated an aggregate 12.5% stake in Chobani Global Holdings (or        % after giving effect to the offering). These plans are the 2016 Growth Sharing Plan and the 2020 Value Sharing Plan, the 2016 Management Plan and the 2020 Management Plan.

• Chobani Global Holdings maintains the 2016 Growth Sharing Plan pursuant to which employees, officers, directors, consultants, and service providers were eligible to receive an award of “growth units” entitling the participant to receive consideration in excess of a threshold value determined by the administrator subject to specified vesting requirements upon an initial public offering or sale of Chobani Global Holdings. Effective January 1, 2020, the 2016 Growth Sharing Plan was replaced by the 2020 Value Sharing Plan. Growth units are not membership interests in Chobani Global Holdings. Following the Reorganization, at the election of Chobani Global Holdings in its sole discretion, growth units may be settled for participants to whom they were granted into cash or shares of Class A common stock of Chobani Inc.

• Chobani Global Holdings maintains the 2020 Value Sharing Plan pursuant to which employees, officers, directors, consultants, and service providers are eligible to receive an award of “value units,” which are full value awards subject to specified vesting requirements entitling the participant to receive consideration upon an initial public offering or sale of Chobani Global Holdings. Value units are not membership interests in Chobani Global Holdings. Following the Reorganization, at the election of Chobani Global Holdings in its sole discretion, value units may be settled for participants to whom they were granted into cash or shares of Class A common stock of Chobani Inc.

• Chobani Global Holdings maintains the Chobani Global Holdings Incentive Plan, pursuant to which employees, officers, directors, consultants, and service providers, as well as CGH

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Management Holdings (which issues grants to certain of our employees) are eligible to receive awards of Pre-IPO Class B Units in excess of a threshold value determined by the administrator subject to specified vesting requirements upon an initial public offering or sale of Chobani Global Holdings. The only holder of outstanding Pre-IPO Class B Units is CGH Management Holdings. CGH Management Holdings then in turn grants awards of Class B Units of CGH Management Holdings to employees, officers, directors, consultants, and service providers of Chobani Global Holdings and its affiliates. Historically these grants were made under the 2016 Management Plan, and since 2020, grants have been made under the 2020 Management Plan.

The diagram below summarizes the ownership structure of Chobani Global Holdings’s consolidated operations prior to the Reorganization.

The Reorganization

The following actions will be taken in connection with the closing of this offering:

• Chobani Inc. will amend and restate its certificate of incorporation to, among other things, provide for two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common stock is entitled to ten votes per share on all matters presented to our stockholders generally until a Sunset becomes effective. After a Sunset becomes effective (as described in “—Voting Rights of Common Stock”), each share of our Class B common stock will entitle its holder to one vote per share instead of ten votes per share. The holders of Class B common stock will not have any economic rights, including any of the economic rights (including the rights to dividends) provided to holders of Class A common stock.

• Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided in our certificate of incorporation or as required by applicable law. See “Description of Capital Stock.”

• Chobani Inc. will sell to the underwriters in this offering                  shares of our Class A common stock.

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• Chobani Inc. will issue shares of Class B common stock to FHU US Holdings, with the result that Hamdi Ulukaya will directly or indirectly own all the outstanding shares of Class B common stock.

• We do not intend to list our Class B common stock on any stock exchange.

• HOOPP holds its interest in Chobani Global Holdings through HOOPP Blocker. HOOPP Blocker will merge with a newly-formed, wholly-owned subsidiary of Chobani Inc., with HOOPP Blocker surviving, and, subsequently, merging with and into Chobani Inc. (the two mergers, together, the “Blocker Merger”), with Chobani Inc. surviving. Chobani Inc. will cause Chobani Global Holdings to use approximately $                 million of the net proceeds of this offering (or approximately $                 million if the underwriters exercise their option to purchase additional shares in full) to pay the cash consideration to HOOPP and Chobani Inc. will issue shares of Class A common stock as merger consideration in connection with the Blocker Merger. As a result of the Blocker Merger, HOOPP effectively will have indirectly transferred Pre-IPO Class A Units representing a         % interest in Chobani Inc. and, following completion of the Reorganization and the offering, HOOPP will indirectly own, through its ownership of Class A common stock, approximately        % of Chobani Inc. on a fully-diluted basis.

• The operating agreement of Chobani Global Holdings will be amended and restated (as amended and restated, the “CGH LLC Agreement”) (See “—The CGH LLC Agreement”) to cause its membership units to be reclassified into:

• new Class A Units, held only by Chobani Inc., as the sole managing member of Chobani Global Holdings;

• new Class B Units (formerly Pre-IPO Class A Units) held by FHU US Holdings; and

• new Class M Units (formerly Pre-IPO Class B Units) held on behalf of certain Chobani employees indirectly through CGH Management Holdings.

• Chobani Inc. will cause Chobani Global Holdings to use approximately $                 million of the net proceeds of this offering to purchase Class B Units held directly by FHU US Holdings and indirectly by Hamdi Ulukaya at a per-unit price equal to the per-share price paid by the underwriters for shares of our Class A common stock in this offering (or $                million if the underwriters exercise their option to purchase additional shares in full). As a result, Hamdi Ulukaya effectively will have sold Class B Units representing a         % interest in Chobani Inc. and, following completion of the Reorganization and the offering, will directly or indirectly own approximately         % of Chobani Inc. on a fully-diluted basis.

• Chobani Inc. will cause Chobani Global Holdings to use approximately $                 million of the net proceeds of this offering to purchase Class M Units held by certain executive officers at a per-unit price equal to the excess of the per-share price paid by the underwriters for shares of our Class A common stock in this offering over the applicable threshold value of the Class M Unit. As a result, the executive officers will have sold                 Class M Units (based on the midpoint of the price range set forth on the cover of this prospectus; a $1.00 increase (decrease) in the price per share will increase (decrease) the number of Class M Units by         (             )).

Our Class A Common Stock

We expect                shares of our Class A common stock to be outstanding after this offering (or                shares if the underwriters exercise their option to purchase additional shares in full), all of which will be sold pursuant to this offering. Each share of Class A common stock will entitle the holder to one vote per share. See “—Voting Rights of Common Stock.”

Holders of Class A common stock are entitled to receive dividends when, as and if declared by our board of directors out of legally available funds.

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Our Class B Common Stock

For each Class B Unit (formerly, a Pre-IPO Class A Unit) of Chobani Global Holdings acquired from FHU US Holdings, we will issue one corresponding share of our Class B common stock. Immediately following the Reorganization, we will have outstanding                shares of Class B common stock, all of which will be beneficially owned by Hamdi Ulukaya assuming no exercise of the underwriters’ option to purchase additional shares and                shares of Class B common stock will be directly and indirectly held by Hamdi Ulukaya if the underwriters exercise their option to purchase additional shares in full. Each share of our Class B common stock will entitle its holder to ten votes per share until a Sunset becomes effective.

After a Sunset becomes effective, each share of Class B common stock will entitle its holder to one vote per share instead of ten votes per share. Because a Sunset may not take place for some time, it is expected that the Class B common stock will continue to entitle its holder to ten votes per share, and such holder will continue to exercise voting control of the Company, for the near future. See “—Voting Rights of Common Stock.”

Hamdi Ulukaya will directly or indirectly control approximately                % of the combined voting power of our common stock (or                % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). When a Class B Unit is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be retired.

Holders of Class B common stock will not be entitled to dividends distributed by Chobani Inc. because such shares are non-economic interests. The shares of Class B common stock are expected to have no (or nominal) value because such shares are non-economic interests and are expected to be generally non-transferable.

Post-Offering Holding Company Structure

This offering is being conducted through what is commonly referred to as an “UP-C” structure. The UP-C structure is often used by partnerships and limited liability companies undertaking an initial public offering. The UP-C structure provides the existing partners or members, as applicable, with the tax advantage of continuing to own interests in a pass-through structure and provides potential future tax benefits for the public company and economic benefits for the continuing partners or members, as applicable when they ultimately exchange their pass-through interests and corresponding shares of Class B common stock for shares of Class A common stock. See “—Tax Receivable Agreement.”

Chobani Inc. will be a holding company and, following this offering, its only business will be to act as the managing member of Chobani Global Holdings, and its only material assets will be Class A Units representing approximately        % of Chobani Global Holdings units (or        % if the underwriters exercise their option to purchase additional shares of Class A common stock in full). In its capacity as the managing member, Chobani Inc. will operate and control all of Chobani Global Holdings’s business and affairs. We will consolidate the financial results of Chobani Global Holdings and will report non-controlling interests (“NCI”) related to the interests held by FHU US Holdings and CGH Management Holdings, the continuing members of Chobani Global Holdings, in our consolidated financial statements. The membership interests of Chobani Global Holdings owned by us will be classified as Class A Units. Approximately        % of Chobani Global Holdings units (or        % if the underwriters exercise their option to purchase additional shares of Class A common stock in full), held by FHU US Holdings, will be classified as Class B Units.    Approximately         % of Chobani Global Holdings units (or        % if the underwriters exercise their option to purchase additional shares of Class A common stock in full), held on behalf of certain Chobani employees indirectly through CGH

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Management Holdings, will be classified as Class M Units. Chobani Inc. consolidates Chobani Global Holdings due to Chobani Inc.’s power to control Chobani Global Holdings, making it the primary beneficiary and sole managing member of the variable interest entity.

Pursuant to the CGH LLC Agreement, each Class B Unit will be exchangeable for one share of Chobani Inc.’s Class A common stock or, at Chobani Inc.’s election in its sole discretion, for cash, subject to certain restrictions pursuant to the CGH LLC Agreement. The exchange ratio is subject to appropriate adjustment by Chobani Inc. in the event Class A Units are issued to Chobani Inc. without issuance of a corresponding number of shares of Class A common stock or in the event of certain reclassifications, reorganizations, recapitalizations or similar transactions. When Class B Units are exchanged for cash or shares of our Class A common stock, at the election of Chobani Inc. in its sole discretion, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of the Class B common stock.

Subject to certain restrictions, the CGH LLC Agreement will entitle any holder of Class M Units to exchange their vested Class M Units for cash or a number of shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units).

The diagram below depicts our organizational structure following the consummation of the Reorganization and this offering.

(1) Chobani Inc. will own all of the Class A Units of Chobani Global Holdings after the Reorganization, which upon the completion of this offering will represent the right to receive approximately        % of any distributions made by Chobani Global Holdings assuming no exercise of the underwriters’ option to purchase additional shares and approximately        % of any distributions made by Chobani Global Holdings if the underwriters exercise their option to purchase additional shares in full. While this interest represents a minority of economic interests in Chobani Global Holdings, it represents 100% of the voting power of Chobani Global Holdings, and Chobani Inc. will act as the managing member of Chobani Global Holdings. As a result, Chobani Inc. will operate and control all of Chobani Global Holdings’s business and affairs and will be able to consolidate its financial results into Chobani Inc.’s financial statements.

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Subject to the availability of net cash flow at the Chobani Global Holdings level, Chobani Inc. intends to cause Chobani Global Holdings to distribute to Chobani Inc. and the other members of Chobani Global Holdings pro rata cash distributions for the purposes of funding tax obligations in respect of the taxable income and net capital gain that is allocated to the members of Chobani Global Holdings and Chobani Inc.’s obligations to make payments under the Tax Receivable Agreement. In addition, Chobani Global Holdings will reimburse Chobani Inc. for corporate and other overhead expenses.

Assuming Chobani Global Holdings makes distributions to its members in any given year, the determination to pay dividends, if any, to our Class A stockholders out of the portion, if any, of such distributions remaining after our payment of taxes, Tax Receivable Agreement payments and expenses (any such portion, an “excess distribution”) will be made by our board of directors. Because our board of directors may determine to pay or not pay dividends to our Class A stockholders, our Class A stockholders may not necessarily receive dividend distributions relating to our excess distributions, even if Chobani Global Holdings makes such distributions to us.

The CGH LLC Agreement

As a result of the Reorganization, Chobani Inc., as sole managing member, will control the business of Chobani Global Holdings and its consolidated subsidiaries. The operations of Chobani Global Holdings, and the rights and obligations of its members, are set forth in the CGH LLC Agreement, a form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. The following is a description of certain terms of the CGH LLC Agreement.

Classes of Chobani Global Holdings Units

Chobani Global Holdings will cause its membership units to be reclassified into (i) new Class A Units held only by Chobani Inc., as the sole managing member of Chobani Global Holdings; (ii) Class B Units (formerly Pre-IPO Class A Units) held by FHU US Holdings; and (iii) Class M Units (formerly Pre-IPO Class B Units) held on behalf of certain Chobani employees indirectly through CGH Management Holdings.

After the closing of this offering, Class B Units may be exchanged for Class A common stock or, at the election of Chobani Inc. in its sole discretion, for cash, subject to certain restrictions pursuant to the CGH LLC Agreement. When Class B Units are exchanged for cash or shares of our Class A common stock, at the election of Chobani Inc. in its sole discretion, it will result in the automatic retirement of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of the Class B common stock.

All of the Pre-IPO Class B Units are held on behalf of certain Chobani employees indirectly through CGH Management Holdings. Following the adoption of the CGH LLC Agreement, the Pre-IPO Class B Units will be reclassified into Class M Units. Subject to certain restrictions, the CGH LLC Agreement will entitle any holder of Class M Units to exchange their vested Class M Units for cash or a number of shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units).

Economic Rights of Unitholders

Class A Units and Class B Units will have the same economic rights per unit. After the closing of this offering, the holders of Chobani Inc.’s Class A common stock (indirectly through Chobani Inc.) and

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the holder of Class B Units of Chobani Global Holdings, Hamdi Ulukaya, will hold approximately        % and        %, respectively, of the economic interests in Chobani Inc.’s business (or         % and        %, respectively, if the underwriters exercise their option to purchase additional shares of Class A common stock in full).

Net profits and net losses of Chobani Global Holdings generally will be allocated on a pro rata basis in accordance with the number of units held by such holder; however, under applicable tax rules, Chobani Global Holdings will be required to allocate taxable income disproportionately to its members in certain circumstances. The CGH LLC Agreement will provide for quarterly cash distributions, which we refer to as “tax distributions,” to the holders of the units generally equal to the taxable income allocated to each holder of units (with certain adjustments) multiplied by an assumed tax rate. It is intended that tax distributions by Chobani Global Holdings will be made to each of its members in an amount to enable each member to pay all applicable taxes on taxable income allocable to such member. The CGH LLC Agreement generally will require tax distributions to be pro rata based on the ownership of Chobani Global Holdings units, however, if the amount of tax distributions to be made exceeds the amount of funds available for distribution, Chobani Inc. shall receive a tax distribution before the other members receive any distribution, and the balance, if any, of funds available for distribution shall be distributed to the other members pro rata in accordance with their assumed tax liabilities, and then to all members (including Chobani Inc.) pro rata until each member receives the full amount of its tax distribution using the individual tax rate. For a more complete overview of the assumed tax rate calculation, see “—Certain Tax Consequences to Chobani Inc.” In addition, Chobani Global Holdings will make non-pro rata payments to reimburse Chobani Inc. for corporate and other overhead expenses (which payments from Chobani Global Holdings will not be treated as distributions under the CGH LLC Agreement). However, Chobani Global Holdings may not make distributions or payments to its members if doing so would violate any applicable law or result in Chobani Global Holdings or any of its subsidiaries being in default under any material agreement governing indebtedness (which we do not expect to be the case upon the closing of this offering and the Reorganization).

Voting Rights of Unitholders

After the closing of this offering, Chobani Inc. will act as the managing member of Chobani Global Holdings. In its capacity as the managing member of Chobani Global Holdings, Chobani Inc. will control Chobani Global Holdings’s business and affairs. Chobani Global Holdings will issue Class A Units to Chobani Inc., and Class B Units to FHU US Holdings. The Class B Units will have no voting or management rights with respect to Chobani Global Holdings or otherwise. Class M Units will be held on behalf of certain Chobani employees indirectly through CGH Management Holdings. The Class B Units and Class M Units will have no voting or management rights with respect to Chobani Global Holdings or otherwise.

Coordination of Chobani Inc. and Chobani Global Holdings

Any time Chobani Inc. issues a share of its Class A common stock for cash, unless used to settle an exchange of a Class B Unit for cash, the net proceeds received by Chobani Inc. will be promptly transferred to Chobani Global Holdings, and Chobani Global Holdings will issue to Chobani Inc. a Class A Unit. If at any time Chobani Inc. issues a share of its Class A common stock upon an exchange of a Class B Unit or Class M Unit or settles such exchange for cash as described below under “—Exchange Rights,” Chobani Inc. will contribute the exchanged unit to Chobani Global Holdings and such Class B Units or Class M Units will convert into a Class A Unit in Chobani Global Holdings. In the event that Chobani Inc. issues other classes or series of its equity securities (other than pursuant to our incentive compensation plans), Chobani Global Holdings will issue to Chobani Inc. an equal amount of equity securities of Chobani Global Holdings with designations, preferences and

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other rights and terms that are substantially the same as Chobani Inc.’s newly issued equity securities. If at any time Chobani Inc. issues a share of its Class A common stock pursuant to our 2021 Plan, 2021 ESPP or any other equity plan, Chobani Inc. will contribute to Chobani Global Holdings all of the proceeds that it receives (if any) and Chobani Global Holdings will issue to Chobani Inc. an equal number of its Class A Units, having the same restrictions, if any, as are attached to the shares of Class A common stock issued under the plan. If Chobani Inc. repurchases, redeems or retires any shares of its Class A common stock (or its equity securities of other classes or series), Chobani Global Holdings will, immediately prior to such repurchase, redemption or retirement, repurchase, redeem or retire an equal number of Class A Units (or its equity securities of the corresponding classes or series) held by Chobani Inc., upon the same terms and for the same consideration, as the shares of our Class A common stock (or our equity securities of such other classes or series) are repurchased, redeemed or retired. In addition, Chobani Global Holdings units, as well as Chobani Inc.’s common stock, will be subject to equivalent stock splits, dividends, reclassifications and other subdivisions. Chobani Inc. may issue additional shares of Class B common stock from time to time. Chobani Inc. will issue additional shares of Class B common stock only to holders of Class B Units in a number necessary to maintain a one-to-one ratio between the number of Class B Units and the number of shares of Class B common stock outstanding.

Issuances and Transfer of Chobani Global Holdings Units

Class A Units will be issued only to Chobani Inc. and are non-transferable except as provided in the CGH LLC Agreement. Class B Units will be issued in connection with the Reorganization as described herein and may be issued pursuant to the CGH LLC Agreement, provided that a corresponding number of shares of Class B common stock is issued to the holder of such Class B Units. Class B Units may not be transferred, except with Chobani Inc.’s consent or to a permitted transferee, subject to such conditions as Chobani Inc. may specify. In addition, Hamdi Ulukaya (or any other holder) may not transfer any Class B Units unless he (or such other holder) transfers an equal number of shares of Chobani Inc.’s Class B common stock to the same transferee. Class M Units may be issued from time to time pursuant to the CGH LLC Agreement.

Under the CGH LLC Agreement, Chobani Inc. can require the holders of Class B Units and Class M Units to sell all of their interests in Chobani Global Holdings in the event of certain acquisitions of Chobani Global Holdings.

Certain Tax Consequences to Chobani Inc.

The holders of Chobani Global Holdings units, including Chobani Inc., generally will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Chobani Global Holdings. Net income and net losses of Chobani Global Holdings generally will be allocated to its members pro rata in proportion to their respective membership units, though certain non-pro rata adjustments may be made to reflect depreciation, amortization and other allocations. In accordance with the CGH LLC Agreement, we intend to cause Chobani Global Holdings to make pro rata distributions to each of its members, including Chobani Inc., in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member, and to make non-pro rata payments to Chobani Inc. to reimburse it for corporate and other overhead expenses (which payments from Chobani Global Holdings will not be treated as distributions under the CGH LLC Agreement). If the amount of tax distributions to be made exceeds the amount of funds available for distribution, Chobani Inc. shall receive a tax distribution before the other members of Chobani Global Holdings receive any distribution, and the balance, if any, of funds available for distribution shall be distributed first to the other members of Chobani Global Holdings pro rata in accordance with their assumed tax liabilities, and then to all members (including Chobani Inc.) pro rata until each member

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receives the full amount of its tax distribution using the individual tax rate. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Chobani Global Holdings allocable per unit (based on the member which is allocated the largest amount of taxable income on a per unit basis) multiplied by an assumed tax rate equal to the highest combined U.S. federal and applicable state and local tax rate applicable to any natural person residing in, or corporation doing business in New York, New York that is taxable on that income (taking into account certain other assumptions, and subject to adjustment to the extent that state and local taxes are deductible for U.S. federal income tax purposes).

Chobani Global Holdings will have in effect an election under Section 754 of the Code for the taxable year of the offering and each taxable year in which an exchange of Class B Units for shares of our Class A common stock occurs. As a result of this election, the initial acquisitions and future exchanges of Class B Units for shares of our Class A common stock are expected to result in increases in the tax basis of the tangible and intangible assets of Chobani Global Holdings, which will be allocated to Chobani Inc. and are expected to increase the tax depreciation and amortization deductions available to Chobani Inc. and decrease gains, or increase losses, on a sale or other taxable disposition, if any, of such assets and therefore may reduce the amount of tax that Chobani Inc. would otherwise be required to pay.

Tax Receivable Agreement

Chobani Inc. will enter into the Tax Receivable Agreement for the benefit of the TRA Parties pursuant to which Chobani Inc. will pay to the TRA Parties 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and certain Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest).

The amount payable under the Tax Receivable Agreement will be based on an annual calculation of the reduction in our U.S. federal and state taxes resulting from the utilization of certain pre-IPO tax attributes and tax benefits resulting from sales and exchanges by the TRA Parties. See “Certain Relationships and Related Party Transactions—Proposed Transactions with Chobani Inc.—Tax Receivable Agreement.” We expect that the payments that we may be required to make under the Tax Receivable Agreement may be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and based on certain assumptions with respect to future exchanges and other items, we expect that future payments under the Tax Receivable Agreement relating to the purchase by Chobani Global Holdings of Class B Units and certain Class M Units in connection with this offering and in future exchanges to be approximately $             million (or approximately $             million if the underwriters exercise their option to purchase additional shares of the Class A common stock in this offering, the proceeds of which will be used to acquire additional Class B Units and certain Class M Units) and to range over the next 15 years from approximately $             million to $             million per year (or range from approximately $             million to $             million per year if the underwriters exercise their option to purchase additional shares of Class A common stock) and decline thereafter.

Similarly, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future payments under the Tax Receivable Agreement relating to the utilization of certain pre-IPO

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tax attributes acquired in the Blocker Merger to be approximately $ million and to range over the next 15 years from approximately $             million to $             million per year.

As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 15-year period will range from approximately $         million to $             million (or range from approximately $             million to $             million if the underwriters exercise their option to purchase additional shares of Class A common stock).

The estimates above are based on an initial public offering price of $             per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus.

Voting Rights of Common Stock

Except as provided in our certificate of incorporation or as required by applicable law, holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval. Holders of the Class A common stock and Class B common stock, as the case may be, would have a separate class vote if we subdivide, combine or reclassify shares of the other class without concurrently subdividing, combining or reclassifying shares of such class in a proportional manner. Pursuant to the DGCL, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the par value of the shares of such class or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common stock is entitled to ten votes per share on all matters presented to our stockholders generally until a Sunset becomes effective. After a Sunset becomes effective, each share of Class B common stock will entitle its holder to one vote per share instead of ten votes per share.

A “Sunset” becomes effective upon the earliest of (i) the date on which Hamdi Ulukaya and certain of his affiliates collectively cease to maintain beneficial ownership of at least 15% of the aggregate number of shares of Class B common stock owned by them after this offering and (ii) the 60th day after the death or incapacity of Hamdi Ulukaya, provided that such latter date may be extended but not for a total period of longer than 12 months from the applicable death or incapacity to a date approved by a majority of the independent directors then in office.

Because a Sunset may not take place for some time, it is expected that the Class B common stock will continue to entitle its beneficial owner, Hamdi Ulukaya, to ten votes per share, and such holder will continue to exercise voting control of our company for the near future.

Immediately after this offering, Hamdi Ulukaya will indirectly own, through his controlling ownership FHU US Holdings, approximately        % of the combined voting power of our common stock (or        % if the underwriters exercise their option to purchase additional shares in full). When Hamdi Ulukaya (or any other holder) exchanges Class B Units for cash or shares of our Class A common stock, at the election of Chobani Inc. in its sole discretion, it will result in the automatic cancellation of the corresponding number of shares of our Class B common stock and, therefore, will decrease the aggregate voting power of the Class B common stock.

Exchange Rights

The CGH LLC Agreement will entitle any holder of Class B Units to exchange their Class B Units for Class A common stock on a one-for-one basis, or, at the election of Chobani Inc. in its sole

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discretion, for cash. The exchange ratio is subject to appropriate adjustment by Chobani Inc. in the event Class A Units are issued to Chobani Inc. without issuance of a corresponding number of shares of Class A common stock or in the event of certain reclassifications, reorganizations, recapitalizations or similar transactions.

The CGH LLC Agreement will provide that any holder of Class B Units will not have the right to exchange Class B Units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with the Company, Chobani Global Holdings or any of their subsidiaries to which Chobani Global Holdings unitholder is subject. We intend to impose additional restrictions on exchanges that we determine to be necessary or advisable so that Chobani Global Holdings is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

The CGH LLC Agreement also provides for mandatory exchanges under certain circumstances, including at the option of Chobani Inc. if the number of Class A Units and Class B Units outstanding and held by its members (other than those held by Chobani Inc.) is less than 10% of the outstanding Class A Units and Class B Units of Chobani Global Holdings or in the discretion of Chobani Inc. with the consent of holders of at least 50% of the outstanding Class B Units.

Shares of Class B common stock retired upon an exchange will be restored to the status of authorized but unissued shares of Class B common stock.

Subject to certain restrictions, the CGH LLC Agreement will entitle any holder of Class M Units to exchange their vested Class M Units for cash or a number of shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units).

Stockholders’ Agreement

Concurrently with the closing of this offering and the Reorganization, we intend to enter into the Stockholders’ Agreement with FHU US Holdings and HOOPP. This agreement will provide Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, with registration rights whereby, at any time following the lock-up restrictions described in this prospectus, he will have the right to require us to register under the Securities Act the shares of Class A common stock issuable upon exchange of Class B Units held by FHU US Holdings. HOOPP will also be entitled to limited registration rights with respect to their shares of Class A common stock, following the lockup restrictions. The Stockholders’ Agreement will also provide for piggyback registration rights for Hamdi Ulukaya and HOOPP, subject to certain conditions and exceptions. See “Certain Relationships and Related Party Transactions—Proposed Transactions with Chobani Inc.—Stockholders’ Agreement.”

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USE OF PROCEEDS

We estimate that the net proceeds from this offering, based on an assumed initial public offering price of $                per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and deducting expenses of this offering but before deducting expenses of the Reorganization payable by us, will be approximately $                million, or approximately $                million if the underwriters exercise in full their option to purchase additional shares of Class A common stock.

Each $1.00 increase or decrease in the assumed initial public offering price of $                per share of Class A common stock would increase or decrease the net proceeds to us from this offering by approximately $                million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us. Similarly, each increase or decrease of one million in the number of shares of Class A common stock offered by us would increase or decrease the net proceeds to us from this offering by approximately $                million, assuming no change in the assumed initial public offering price of $                per share and after deducting estimated underwriting discounts and commissions but before deducting expenses of this offering and the Reorganization payable by us.

The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock, and facilitate our future access to the capital markets. We intend to cause Chobani Global Holdings to use

• $                million of the net proceeds to repay up to $530.0 million aggregate principal amount outstanding of the 7.50% Senior Unsecured Notes due April 2025 (the “Senior Unsecured Notes”);

• $                 million of the net proceeds to repay up to $425.0 million aggregate principal amount outstanding of the 4.625% Senior Secured Notes due November 2028 (the “Senior Secured Notes”) and to repay other indebtedness;

• $                million, or approximately $                million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to purchase Class B Units of Chobani Global Holdings indirectly held by Hamdi Ulukaya, at a per-unit price equal to the per-share price paid by the underwriters for shares of the Class A common stock in this offering. Accordingly, we will not retain any portion of such proceeds;

• $                 million of the net proceeds to purchase                Class M Units from certain executive officers, at a per-unit price equal to the excess of the per-share price paid by the underwriters for shares of the Class A common stock in this offering over the applicable threshold value of the Class M Unit (based on the midpoint of the price range set forth on the cover of this prospectus; a $1.00 increase (decrease) in the price per share will increase (decrease) the number of Class M Units by         (             )). Accordingly, we will not retain any portion of such proceeds; and

• $                million, or approximately $                million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to pay the cash consideration to HOOPP in connection with the Blocker Merger. Accordingly, we will not retain any portion of such proceeds.

We intend to cause Chobani Global Holdings to use approximately $                million, or approximately $                million if the underwriters exercise in full their option to purchase additional shares of common stock, of the remaining net proceeds to pay the expenses incurred by us in connection with this offering and the Reorganization and to use any amount remaining thereafter for capital investment or other general corporate purposes.

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The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term, interest-bearing, investment-grade securities.

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DIVIDEND POLICY

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends on our common stock for the foreseeable future. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our existing and any future debt and other factors that our board of directors deems relevant. Prior to our Reorganization, in April 2018, Hamdi Ulukaya received a distribution in accordance with the terms of the operating agreement of FHU US Holdings in the amount of $23.6 million.

Following the Reorganization and this offering, Chobani Inc. will be a holding company and its sole asset will be ownership of the Class A Units of Chobani Global Holdings, of which it will be the managing member. Subject to funds being legally available, we intend to cause Chobani Global Holdings to make pro rata distributions to each of its members, including Chobani Inc., in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member and to allow Chobani Inc. to make payments under the Tax Receivable Agreement, and non-pro rata payments to Chobani Inc. to reimburse it for corporate and other overhead expenses. If the amount of tax distributions to be made exceeds the amount of funds available for distribution, Chobani Inc. shall receive the full amount of its tax distribution before the other members receive any distribution and the balance, if any, of funds available for distribution shall be distributed to the other members pro rata in accordance with their assumed tax liabilities. Holders of our Class A common stock are entitled to receive dividends when, as and if declared by our board of directors out of legally available funds. Holders of our Class B common stock will not be entitled to dividends distributed by Chobani Inc. because such shares are non-economic interests. The shares of Class B common stock are expected to have no (or nominal) value because such shares are non-economic interests and are expected to be generally non-transferable.

To the extent that the tax distributions Chobani Inc. receives exceed the amounts Chobani Inc. actually requires to pay taxes and other expenses and make payments under the Tax Receivable Agreement (because of the lower tax rate applicable to Chobani Inc. than the assumed tax rate on which such distributions are based or because a disproportionate share of the taxable income of Chobani Global Holdings may be required to be allocated to members in Chobani Global Holdings other than Chobani Inc.), our board of directors, in its sole discretion, will make any determination from time to time with respect to the use of any such excess cash so accumulated, including potentially causing Chobani Inc. to contribute such excess cash (net of any operating expenses) to Chobani Global Holdings. Concurrently with any potential contribution of such excess cash, in order to maintain the intended economic relationship between the shares of Class A common stock and Chobani Global Holdings units after accounting for such contribution, Chobani Global Holdings and Chobani Inc., as applicable, may undertake ameliorative actions, which may include reverse splits, reclassifications, combinations, subdivisions or adjustments of outstanding units of Chobani Global Holdings and corresponding shares of Class A common stock of Chobani Inc., as well as corresponding adjustments to the shares of Class B common stock of Chobani Inc. To the extent that Chobani Inc. contributes such excess cash to Chobani Global Holdings (and undertakes such ameliorative actions), a holder of Class A common stock would not receive distributions in cash and would instead benefit through an increase in the indirect interest in Chobani Global Holdings represented by such holder’s Class A common stock. To the extent that Chobani Inc. does not distribute such excess cash as dividends on the Class A common stock or otherwise undertake such ameliorative actions and instead, for example, holds such cash balances, the members of Chobani Global Holdings (not including Chobani Inc.) may benefit from any value attributable to such cash balances as a result of their ownership of Class A common stock following an exchange of their Class B Units for shares of the Class A common stock, notwithstanding that such members may previously have participated as holders of Class B Units in distributions by Chobani Global Holdings that resulted in such excess cash balances at Chobani Inc.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

CAPITALIZATION

The following table sets forth the cash and capitalization as of June 26, 2021 of Chobani Global Holdings on a historical basis and Chobani Inc. on a pro forma basis to give effect to the Reorganization and the issuance and sale of shares of Class A common stock in this offering at an assumed initial public offering price of $                per share, the midpoint of the price range set forth on the cover page of this prospectus, after (i) deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the proceeds from this offering, as described under “Use of Proceeds.”

You should read this information together with the information in this prospectus under “Selected Historical Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Capital Stock,” and with the consolidated financial statements and the related notes to those statements included elsewhere in this prospectus.

	As of June 26, 2021
(in thousands, except per share amounts and unit data)	Historical Chobani Global Holdings, LLC			Pro Forma Chobani Inc.
Cash:	$	59,214		$
Debt:
Trade Finance Facility		—
Revolving Credit Facility		—
Term Loan Facility		398,000
Australian Debt		1,182
Equipment Finance Facility		38,995
Finance Leases		1,214
Senior Unsecured Notes(2)		530,000
Senior Secured Notes(2)		425,000
Total debt(1):	$	1,394,391		$
Redeemable Class A Units, no par value (298,451,086 Class A Units authorized, issued and outstanding at June 26, 2021;             Class A Units authorized,             Class A Units issued and outstanding, pro forma)		4,811,436
Members’ deficit:
Class B Units, no par value (42,635,870 Class B Units authorized, 24,453,435 Class B Units issued and outstanding at June 26, 2021;             Class B Units authorized,             Class B units issued and outstanding, pro forma)		17,987
Class A common stock, $0.001 par value (no shares authorized, issued and outstanding at June 26, 2021;             shares authorized,             shares issued and outstanding, pro forma)		—
Class B common stock, $0.001 par value (no shares authorized, issued and outstanding at June 26, 2021;             shares authorized, no shares issued and outstanding, pro forma)		—
Additional paid-in capital		—
Accumulated deficit/stockholders’ (deficit)/equity		(5,467,098	)
Accumulated other comprehensive loss		(18,921	)
Total members’ deficit	$	(5,468,032	)
Total redeemable common units and members’ deficit:	$	(656,596	)	$
Non-controlling interests	$	—		$
Total capitalization:	$	717,064		$

(1) Amount excludes unamortized original issue discount, premium and debt issuance costs in the amount of $(20,731).

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

(2) In connection with the Reorganization, Chobani Global Holdings will cause its membership units to be reclassified into (i) new Class A Units, held only by Chobani Inc., as the sole managing member of Chobani Global Holdings, (ii) new Class B Units held by FHU US Holdings and (iii) new Class M Units held on behalf of certain Chobani employees indirectly through CGH Management Holdings.

We intend to cause Chobani Global Holdings to use (i) $             million of the net proceeds to repay up to $530.0 million aggregate principal amount outstanding of the Senior Unsecured Notes; (ii) $             million of the net proceeds to repay up to $425.0 million aggregate principal amount outstanding of the Senior Secured Notes and to repay other indebtedness; (iii) $             million, or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to purchase Class B Units of Chobani Global Holdings held directly by FHU US Holdings and indirectly by Hamdi Ulukaya, at a per-unit price equal to the per-share price paid by the underwriters for shares of the Class A common stock in this offering and Chobani Inc. will issue              shares of Class B common stock to FHU US Holdings; (iv) $             million of the net proceeds to purchase            Class M Units from certain executive officers, at a per-unit price equal to the excess of the per-share price paid by the underwriters for shares of the Class A common stock in this offering over the applicable threshold value of the Class M Unit; and (v) $             million, or approximately $             million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to pay the cash consideration to HOOPP in connection with the Blocker Merger.

As of June 26, 2021, on a pro forma basis to give effect to the Reorganization and the issuance and sale of shares of Class A common stock in this offering at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of the prospectus, after (i) deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the proceeds from this offering, as described under “Use of Proceeds,” Chobani Global Holdings would have              Class A Units and              Class B Units.

As a result of the above, $             million of the offering proceeds will be used for transactions related to the Reorganization. The remaining $             million of offering proceeds will be used to repay indebtedness and after Chobani Global Holdings pays offering costs incurred of $             million in connection with the offering, $             million will be available for working capital purposes. The repayment of the Senior Unsecured Notes, Senior Secured Notes and other indebtedness will result in a reduction of $             million in interest expense for the six month period ended June 26, 2021 on a pro forma basis.

(3) Following the offering (i) Chobani Inc. will hold Class A Units representing approximately     % of Chobani Global Holdings units (or     % if the underwriters exercise their option to purchase additional shares of Class A common stock in full), (ii) FHU US Holdings will hold Class B Units representing approximately     % of Chobani Global Holdings units (or     % if the underwriters exercise their option to purchase additional shares of Class A common stock in full) and (iii) CGH Management Holdings will hold Class M Units representing approximately     % of Chobani Global Holdings units (or     % if the underwriters exercise their option to purchase additional shares of Class A common stock in full).

Chobani Inc. will hold Class A Units representing a minority share of Chobani Global Holdings. Hamdi Ulukaya will continue to hold a majority of the economic interest in its operations as a non-controlling interest holder, primarily through direct and indirect ownership of Class B Units of Chobani Global Holdings. Although Chobani Inc. will have a minority economic interest in Chobani Global Holdings, it will have 100% of the voting power in, and control the management of, Chobani Global Holdings. Chobani Inc. will consolidate the financial results of Chobani Global Holdings and will report non-controlling interests related to the interests of Chobani Global Holdings held by FHU US Holdings and CGH Management Holdings.

The above table does not include:

•             shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

•                 shares of Class A common stock reserved for issuance upon exchange of Class B Units beneficially owned by Hamdi Ulukaya;

•                 shares of Class A common stock reserved for issuance upon exchange of vested Class M Units held on behalf of certain Chobani employees indirectly through CGH Management Holdings;

•             shares of Class A common stock issuable under the 2021 Plan (under which no equity awards have been granted as of                , 2021), including                 shares of Class A common stock underlying restricted stock units or other awards to be granted to certain employees and non-employee directors pursuant to the 2021 Plan upon the effectiveness of the registration statement of which this prospectus forms a part;

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•             shares of Class A common stock reserved for future issuance under the 2021 ESPP (under which no equity has been issued as of                 , 2021);

•             shares of Class A common stock reserved for issuance upon the conversion of vested value units issued or issuable under the 2020 Value Sharing Plan into shares of Class A common stock at settlement (under which                 Pre-IPO Class A Units are issued and outstanding as of                , 2021); and

•             shares of Class A common stock reserved for issuance upon the conversion of vested growth units issued or issuable under the 2016 Growth Sharing Plan into shares of Class A common stock at settlement (under which                 Pre-IPO Class A Units are issued and outstanding as of                , 2021).

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

DILUTION

If you invest in our Class A common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A common stock and the pro forma net tangible book value per share of our Class A common stock immediately after the completion of this offering. Dilution results from the fact that the per share offering price of the Class A common stock is substantially in excess of the book value per share attributable to the existing equity holders.

Our pro forma net tangible book value as of June 26, 2021 was approximately $                million, or $                per share of our Class A common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of Class A common stock outstanding, after giving effect to the Reorganization and assuming the exchange of all Class B Units and Class M Units outstanding immediately following the completion of the Reorganization and this offering for newly issued shares of our Class A common stock on a one-for-one basis as if such units were immediately exchangeable.

	(in thousands)
Pro forma assets	$
Pro forma liabilities
Pro forma book value	$
Less:
Goodwill
Intangible assets, net
Pro forma net tangible book value after this offering	$
Less:
Proceeds from offering net of underwriting discounts
Purchase of Class B Units in Chobani Global Holdings, LLC
Offering expenses
Pro forma net tangible book value as of June 26, 2021	$

After giving effect to (i) the Reorganization, (ii) the issuance and sale by us of                shares of our Class A common stock in this offering at an assumed initial public offering price of $                per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming the exchange of all Class B Units and Class M Units outstanding immediately following the completion of the Reorganization and this offering for shares of our Class A common stock as if such units were immediately exchangeable; and (iii) the application of such proceeds as described in the section entitled “Use of Proceeds,” our pro forma net tangible book value as of June 26, 2021 would have been $                million, or $                per share. This represents an immediate increase in pro forma net tangible book value of $                per share to existing equity holders and an immediate dilution in net tangible book value of $                per share to new investors.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

The following table illustrates this dilution on a per share basis assuming the underwriters do not exercise their option to purchase additional shares:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share of Class A common stock as of June 26, 2021	$
Increase in pro forma net tangible book value per share attributable to new investors	$
Pro forma net tangible book value per share after the offering		$
Dilution in pro forma net tangible book value per share to new investors		$

The information in the preceding table is based on an assumed offering price of $                per share, the midpoint of the price range set forth on the cover page of this prospectus. A $1.00 increase or decrease in the assumed price per share would increase or decrease, respectively, the pro forma net tangible book value after this offering by approximately $                million and increase or decrease the dilution per share of Class A common stock to new investors in this offering by $                per share, in each case calculated as described above and assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, each increase or decrease of one million shares in the number of shares of our Class A common stock offered by us would increase or decrease, as applicable, our pro forma net tangible book value by approximately $                per share and increase or decrease, as applicable, the dilution to new investors in this offering by $                per share, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on the same pro forma basis as of June 26, 2021, the total number of shares of Class A common stock purchased from us, the total cash consideration paid to us and the average price per share paid by the existing equity holders and by new investors purchasing shares in this offering, assuming the exchange of all outstanding Class B Units and Class M Units for shares of our Class A common stock on a one-for-one basis as if such units were immediately exchangeable.

	Shares purchased(1)				Total consideration(2)				Average price per share
	Number	%			Number	%
Existing stockholders				%				%
New investors				%				%
Total			100	%			100	%

(1) If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own approximately        % and our new investors would own approximately        % of the total number of shares of our Class A common stock outstanding after this offering.

(2) If the underwriters exercise their option to purchase additional shares in full, the total consideration paid by our new investors would be approximately $                 (or         %).

The above table does not include:

•             shares of Class A common stock issuable upon exercise of the underwriters’ option to purchase additional shares;

•                 shares of Class A common stock reserved for issuance upon exchange of Class B Units beneficially owned by Hamdi Ulukaya;

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

•                 shares of Class A common stock reserved for issuance upon exchange of vested Class M Units held on behalf of certain Chobani employees indirectly through CGH Management Holdings;

•             shares of Class A common stock issuable under the 2021 Plan (under which no equity awards have been granted as of                , 2021), including                     shares of Class A common stock underlying restricted stock units or other awards to be granted to certain employees and non-employee directors pursuant to the 2021 Plan upon the effectiveness of the registration statement of which this prospectus forms a part;

•             shares of Class A common stock reserved for future issuance under the 2021 ESPP (under which no equity has been issued as of                 , 2021);

•             shares of Class A common stock reserved for issuance upon the conversion of vested value units issued or issuable under the 2020 Value Sharing Plan into shares of Class A common stock at settlement (under which                 Pre-IPO Class A Units are issued and outstanding as of                , 2021); and

•             shares of Class A common stock reserved for issuance upon the conversion of vested growth units issued or issuable under the 2016 Growth Sharing Plan into shares of Class A common stock at settlement (under which                 Pre-IPO Class A Units are issued and outstanding as of                , 2021).                

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

The following unaudited pro forma consolidated balance sheet as of June 26, 2021 gives pro forma effect to the Reorganization (see the transactions described under “Organizational Structure”), the completion of this offering and our intended use of proceeds therefrom after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us (collectively, the “Transactions”), as though such transactions had occurred as of June 26, 2021. The unaudited pro forma consolidated statements of operations for the six months ended June 26, 2021 and the year ended December 26, 2020 present our consolidated results of operations giving pro forma effect to the transactions described above as if they had occurred as of December 27, 2020.

The pro forma adjustments are based on available information and upon assumptions that management believes are reasonable in order to reflect, on a pro forma basis, the effect of these transactions on the historical financial information of Chobani Global Holdings. The unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statements of operations may not be indicative of the results of operations or financial position that would have occurred had this offering and the related transactions taken place on the dates indicated, or that may be expected to occur in the future. The adjustments are described in the notes to the unaudited pro forma consolidated balance sheet and the unaudited pro forma consolidated statements of operations. The unaudited pro forma consolidated financial information and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus.

The pro forma adjustments in the Reorganization and Offering Adjustments column principally give effect to:

• the Reorganization as described in “Organizational Structure”;

• the issuance of                shares of our Class A common stock to the investors in this offering in exchange for net proceeds of approximately $                (based on an assumed initial public offering price of $                per share, the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions but before offering expenses;

• the payment of fees and expenses related to this offering and the application of the net proceeds from the sale of Class A common stock in this offering as described in “Use of Proceeds”; and

• the provision for corporate income taxes on the income of Chobani Inc. that will be taxable as a corporation for U.S. federal and state income tax purposes. Except as otherwise indicated, the unaudited pro forma consolidated financial information presented assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock from us in the offering.

Chobani Global Holdings is considered our predecessor for accounting purposes, and its consolidated financial statements will be our historical financial statements following this offering.

Chobani Inc. will enter into the Tax Receivable Agreement for the benefit of the TRA Parties, pursuant to which Chobani Inc. will pay them 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and certain Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes

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to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest). See “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Chobani Inc.—Tax Receivable Agreement.”

We have not made any pro forma adjustments relating to reporting, compliance and investor relations costs that we will incur as a public company. No pro forma adjustments have been made for these additional expenses as an estimate of such expenses is not determinable.

The unaudited pro forma consolidated financial information is included for informational purposes only. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial condition had the Transactions, including this offering, occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date. The unaudited pro forma consolidated statement of operations and balance sheet should be read in conjunction with the “Risk Factors,” “Prospectus Summary—Summary Historical Consolidated Financial Information,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

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Chobani Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet as of June 26, 2021

	Historical Chobani Global Holdings, LLC		Pro Forma Reorganization Adjustments	As Adjusted Before Offering	Pro Forma Offering Adjustments		Pro Forma Chobani Inc.
	(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	59,214	$	$	$	(1)	$
Accounts receivable, net		55,332
Due from related party		—
Inventories, net		70,333
Other current assets		25,648
Total current assets		210,527
Property, plant, and equipment, net		650,414
Operating lease right of use assets		29,211
Goodwill		22,947
Intangible assets, net		9,810
Deferred income taxes(2)		4,046
Other assets, net		43,976
Total assets	$	970,931	$	$	$		$
Liabilities and deficit
Current liabilities:
Current portion of long-term debt	$	9,073	$	$	$		$
Accounts payable		124,967
Accrued expenses and other current liabilities		103,418
Due to related party		670
Total current liabilities		238,128
Long-term debt		1,363,373
Operating lease liabilities		24,546
Other long-term liabilities		1,480
Total liabilities		1,627,527
Amounts payable pursuant to the Tax Receivable Agreement(2)		—
Commitments and contingencies (Note 14)
Redeemable Class A Units, no par value (298,451,086 Class A Units authorized, issued and outstanding at June 26, 2021)		4,811,436

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	Historical Chobani Global Holdings, LLC			Pro Forma Reorganization Adjustments	As Adjusted Before Offering	Pro Forma Offering Adjustments	Pro Forma Chobani Inc.
	(in thousands)
Total Member’s Deficit - Chobani Global Holdings, LLC:
Class B Units, no par value (42,635,870 Class B Units authorized, at June 26, 2021, 24,453,435 Class B Units issued and outstanding at June 26, 2021)	$	17,987		$	$	$	$
Accumulated deficit		(5,467,098	)
Accumulated other comprehensive loss		(18,921	)
Total members’ deficit		(5,468,032	)
Total redeemable common units and members’ deficit		(656,596	)
Total liabilities and redeemable common units and members’ deficit	$	970,931		$	$	$	$
Stockholders’ equity - Chobani Inc.
Preferred Stock,          par value (no shares authorized, issued and outstanding, at June 26, 2021;         shares authorized, no shares issued and outstanding, pro forma)		—
Class A common stock, $0.001 par value (1,000 shares authorized, no shares issued and outstanding, at June 26, 2021;         shares authorized,         shares issued and outstanding, pro forma)		—
Class B common stock, $0.001 par value (no shares authorized, issued and outstanding, at June 26, 2021;         shares authorized,         shares issued and outstanding, pro forma)		—
Additional paid-in capital(3)(6)		—
Additional deficit		—
Total stockholders’ equity attributable to Chobani Inc		—
Non-controlling interests(4)		—
Total liabilities and stockholders’ equity		—

See accompanying notes to unaudited pro forma consolidated balance sheet.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Notes to Unaudited Pro Forma Consolidated Balance Sheet

(1) Reflects the net effect on cash of the receipt of offering proceeds to us of $                , based on the sale of                 shares of Class A common stock at an assumed initial public offering price of $                per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

In connection with the Reorganization, Chobani Global Holdings will cause its membership units to be reclassified into (i) new Class A Units, held only by Chobani Inc., as the sole managing member of Chobani Global Holdings, (ii) new Class B Units held by FHU US Holdings and (iii) new Class M Units held on behalf of certain Chobani employees indirectly through CGH Management Holdings.

We intend to cause Chobani Global Holdings to use (i) $                 million of the net proceeds to repay up to $530.0 million aggregate principal amount outstanding of the Senior Unsecured Notes; (ii) $                 million of the net proceeds to repay up to $425.0 million aggregate principal amount outstanding of the Senior Secured Notes and to repay other indebtedness; (iii) $                 million, or approximately $                 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to purchase Class B Units of Chobani Global Holdings held directly by FHU US Holdings and indirectly by Hamdi Ulukaya, at a per-unit price equal to the per-share price paid by the underwriters for shares of the Class A common stock in this offering and Chobani Inc. will issue                 shares of Class B common stock to FHU US Holdings; (iv) $                 million of the net proceeds to purchase                  Class M Units from certain executive officers, at a per-unit price equal to the excess of the per-share price paid by the underwriters for shares of the Class A common stock in this offering over the applicable threshold value of the Class M Unit; and (v) $                 million, or approximately $                 million if the underwriters exercise in full their option to purchase additional shares of Class A common stock, of the net proceeds to pay the cash consideration to HOOPP in connection with the Blocker Merger.

As of June 26, 2021, on a pro forma basis to give effect to the Reorganization and the issuance and sale of shares of Class A common stock in this offering at an assumed initial public offering price of $                 per share, the midpoint of the price range set forth on the cover page of the prospectus, after (i) deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the application of the proceeds from this offering, as described under “Use of Proceeds,” Chobani Global Holdings would have                 Class A Units and                 Class B Units.

As a result of the above, $                 million of the offering proceeds will be used for transactions related to the Reorganization. The remaining $                 million of offering proceeds will be used to repay indebtedness and after Chobani Global Holdings pays offering costs incurred of $                 million in connection with the offering, $                 million will be available for working capital purposes. The repayment of the Senior Unsecured Notes, Senior Secured Notes and other indebtedness will result in a reduction of $                 million in interest expense for the six month period ended June 26, 2021 on a pro forma basis.

(2) As described in greater detail under “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Chobani Inc.—Tax Receivable Agreement,” in connection with the completion of this offering, we will enter into the Tax Receivable Agreement with the TRA Parties, which will provide for the payment by Chobani Inc. to the TRA Parties of 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes, or under certain circumstances is deemed to realize, as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of a continuing member’s Chobani Global Holdings units in connection with this offering and in future

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exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest). The payments Chobani Inc. will be required to make under the Tax Receivable Agreement are expected to be substantial.

We have included an estimated liability of $             pursuant to the Tax Receivable Agreement in other long-term liabilities, which was computed by taking the current estimate of tax savings based on actual units exchanged as a part of the offering. These estimates are subject to change subsequent to filing of Chobani Inc.’s U.S. federal and state income tax returns as well as future exchanges of units when determinable. Chobani Inc. has also included a corresponding deferred tax asset based on the tax basis of the related income. Subsequent adjustments of the Tax Receivable Agreement obligations will be recognized within other (expenses) income in Chobani Inc.’s consolidated statements of income. Realization of these benefits is dependent on future financial performance and, as such, a full valuation allowance has been recorded against the deferred tax asset.

Due to the uncertainty in the amount and timing of future exchanges of Chobani Global Holdings units by the continuing members of Chobani Global Holdings, and the uncertainty of when those exchanges will ultimately result in tax savings, the unaudited pro forma consolidated financial information assumes that no exchanges of Chobani Global Holdings units have occurred and therefore no increases in tax basis in Chobani Inc.’s assets or other tax benefits that may be realized thereunder have been assumed in the unaudited pro forma consolidated financial information. However, if all of the continuing members were to exchange their Chobani Global Holdings units, we would recognize a deferred tax asset of approximately $                and a liability of approximately $                , assuming (i) that the continuing members redeemed or exchanged all of their Chobani Global Holdings units immediately after the completion of this offering at an assumed initial public offering price of $                per share of Class A common stock (the midpoint of the price range set forth on the cover of this prospectus), (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of        % and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of the Tax Receivable Agreement. These amounts are estimates and have been prepared for informational purposes only. The actual amount of deferred tax assets and related liabilities that we will recognize will differ based on, among other things, the timing of the exchanges, the price of shares of our Class A common stock at the time of the exchange and the tax rates then in effect.

The holders of Chobani Global Holdings units, including Chobani Inc., generally will incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of Chobani Global Holdings. Net income and net losses of Chobani Global Holdings generally will be allocated to its members pro rata in proportion to their respective membership units. We intend to cause Chobani Global Holdings to make pro rata distributions to each of its members, including Chobani Inc., in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member, and to make non-pro rata payments to Chobani Inc. to reimburse it for corporate and other overhead expenses (which payments from Chobani Global Holdings will not be treated as distributions under the CGH LLC Agreement). The pro rata distributions paid to members of Chobani Global Holdings other than Chobani Inc. (i.e., the non-controlling interest holders of Chobani Global Holdings) will be recognized as a dividend paid to the non-controlling interest holders of Chobani Global Holdings. In this way, these pro rata distributions will be reflected as an increase in Chobani Inc.’s consolidated balance of “Accrued expenses and other current liabilities” when they are declared, with a corresponding reduction in the “Non-controlling interests” account. Upon subsequent payment of the pro rata distribution, the consolidated balance of “Cash and cash equivalents” will be reduced, with a corresponding relief of the liability originally recorded.

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We will hold an economic interest of        % in Chobani Global Holdings subsequent to the Reorganization and this offering. The        % interest that we do not own represents a non-controlling interest for financial reporting purposes. Chobani Global Holdings has been and will continue to be treated as a partnership for U.S. federal and state income tax purposes. Following the Transactions, Chobani Inc. will be subject to United States federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income generated by Chobani Global Holdings.

As a result of this offering, we recorded a deferred tax asset of $                million in the unaudited pro forma consolidated balance sheet as of June 26, 2021, as a result of the difference between the financial reporting value and the tax basis of Chobani Inc.’s investment in Chobani Global Holdings. The Company analyzes the likelihood that its deferred tax assets will be realized. A valuation allowance is recorded if, based on the weight of all available positive and negative evidence, it is more likely than not that some portion, or all, of a deferred tax asset related to acquiring its interest in Chobani Global Holdings through newly issued LLC units is not expected to be realized unless the Company disposes of its investment in Chobani Global Holdings. Chobani Inc. has recognized a valuation allowance of $                million against the deferred tax asset (resulting in a net deferred tax asset of zero) which is considered capital in nature as it was not more likely than not that this portion of deferred tax assets would be realized.

As of June 26, 2021, we did not have any material net operating loss or credit carryforwards.

(3) Reflects deferred costs associated with this offering, including certain legal, accounting and other related costs, which have been recorded in prepaid expenses and other current assets on the consolidated balance sheet. Upon completion of this offering, these deferred costs will be charged against the proceeds from this offering with a corresponding reduction to additional paid-in capital.

(4) Upon completion of the Transactions, we will become the sole managing member of Chobani Global Holdings. Although we will have a minority economic interest in Chobani Global Holdings, we will have 100% of the voting power in, and control of the management of, Chobani Global Holdings. As a result, we will consolidate the financial results of Chobani Global Holdings and will report non-controlling interests related to the interests in Chobani Global Holdings held by FHU US Holdings and CGH Management Holdings, the continuing members of Chobani Global Holdings, on our consolidated balance sheet. Immediately following the Transactions, the economic interests held by the non-controlling interests will be approximately        %. If the underwriters were to exercise their option to purchase additional shares of our Class A common stock in full, the economic interests held by the non-controlling interests would be approximately        %. Through his ownership of shares of Class B common stock, Hamdi Ulukaya will directly or indirectly control a majority of the voting power of the common stock of Chobani Inc., the managing member of Chobani Global Holdings, and will therefore have indirect control over Chobani Global Holdings.

(5) Net income attributable to non-controlling interest represents the Class A common stockholders’ interest in income and expenses to the Company. The weighted average ownership percentages for the applicable reporting period are used to allocate the income (loss) before income taxes to each economic interest owner.

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(6) The components of increase to additional paid-in capital as a result of the amounts allocable to Chobani Inc. from net proceeds of this offering are set forth below:

	Pro Forma Reorganization Adjustments	Pro Forma Offering Adjustments	Pro Forma Chobani Inc.
Reclassification of members’ equity and convertible preferred units	$	$	$
Proceeds from offering net of underwriting discounts
Payment of estimated offering costs
Transaction costs incurred prior to this offering deferred as prepaid expenses and other current assets(4)
Par value of Class A common stock
Par value of Class B common stock
Non-controlling interests
Additional paid-in capital	$	$	$

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Chobani Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statements of Operations for the

Year Ended December 26, 2020

	Historical Chobani Global Holdings, LLC			Pro Forma Reorganization Adjustments	As Adjusted Before Offering	Pro Forma Offering Adjustments	Pro Forma Chobani Inc.
	(in thousands)
Net Sales	$	1,401,371		$	$	$	$
Cost of sales		1,091,156
Gross profit		310,215
Selling, general, and administrative expenses		266,135
Restructuring costs		2,330
Income from operations		41,750
Other (expense) income:
Interest expense, net		(96,278	)
Other (expense) income, net		(1,050	)
Changes in amounts payable pursuant to the Tax Receivable Agreement		—
Currency (loss) gain		(39	)
Total other expense		(97,367	)
Loss before income taxes		(55,617	)
Income tax provision		3,105
Net loss	$	(58,722	)	$	$	$	$
Less: Net loss attributable to the non-controlling interest(5)
Net loss attributable to Chobani Inc.
Net loss per share:
Basic and Diluted(5)
Weighted average shares used in per share calculation - Class A common stock
Basic and Diluted(5)

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Chobani Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statements of Operations for the

Six Months Ended June 26, 2021

	Historical Chobani Global Holdings, LLC			Pro Forma Reorganization Adjustments	As Adjusted Before Offering	Pro Forma Offering Adjustments		Pro Forma Chobani Inc.
	(in thousands)
Net Sales	$	793,322		$	$	$		$
Cost of sales		619,893
Gross profit		173,429
Selling, general, and administrative expenses		137,232					(4)
Restructuring costs		3,275
Income from operations		32,922
Other income (expense) :
Interest expense, net		(45,634	)
Other (expense) income, net		1,337
Changes in amounts payable pursuant to the Tax Receivable Agreement		—
Currency gain (loss)		33
Total other expense		(44,264	)
Loss before income taxes		(11,342	)
Income tax provision		568
Net loss	$	(11,910	)	$	$	$		$
Less: Net loss attributable to the non-controlling interest(5)
Net loss attributable to Chobani Inc.
Net loss per share:
Basic and Diluted(5)
Weighted average shares used in per share calculation - Class A common stock
Basic and Diluted(5)

See accompanying notes to unaudited pro forma consolidated statement of operations and comprehensive income.

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Notes to Unaudited Pro Forma Consolidated Statement of Operations

(1) Following the Transactions, we will be subject to United States federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of Chobani Global Holdings. As a result, the unaudited pro forma consolidated statements of operations reflect adjustments to our income tax expense of $                 for the year ended December 26, 2020.

The following table sets forth the computation of pro forma effective tax rate for the periods presented:

	Six Months Ended June 26, 2021		Year Ended December 26, 2020
Federal statutory rate		%		%
State tax, net of federal effect		%		%
Income attributable to non-controlling interests		%		%
Other		%		%
Pro forma effective tax rate		%		%

(2) Following the Transactions, we will become the managing member of Chobani Global Holdings. We will own        % of the economic interest in Chobani Global Holdings but will have        % of the voting interest in and control the management of Chobani Global Holdings. The continuing members will own the remaining        % of the economic interest in Chobani Global Holdings, which will be accounted for as non-controlling interests in our future consolidated financial results. Through his ownership of shares of Class B common stock, Hamdi Ulukaya will directly or indirectly control a majority of the voting power of the common stock of Chobani Inc., the managing member of Chobani Global Holdings, and will therefore have indirect control over Chobani Global Holdings.

(3) Pro forma basic and diluted earnings per share is computed by dividing the net income attributable to holders of Class A common stock by the weighted-average shares of Class A common stock outstanding during the period. Shares of Class B common stock do not participate in the earnings of Chobani Inc. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted average shares outstanding for purposes of computing pro forma earnings per share.

The following table sets forth a reconciliation of the numerators and denominators used to compute pro forma basic and diluted earnings per share of Class A common stock (amounts in millions except for share counts, which are in thousands):

(4) Reflects the recognition of compensation expense totaling $                          to reflect (i) the vesting upon completion of the offering of              growth units held by certain employees and service providers under the 2016 Growth Sharing Plan and (ii) the accelerated vesting of              value units held by certain employees and service providers under the 2020 Value Sharing Plan. In connection with this offering, we will adjust              growth units and              value units to reflect settlement in Class A common stock and value determination by reference to Class A common stock. This adjustment reflects compensation expense associated with such adjustments had they occurred at the beginning of the period presented. The stock compensation adjustment is directly attributable to the completion of the offering and is not representative of the ongoing amount of stock compensation expense to be recorded in future periods. The stock compensation adjustment was calculated using the respective outstanding stock compensation award measurement date fair value.

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	Pro Forma Chobani Inc.
	Six Months Ended June 26, 2021	Year Ended December 26, 2020
Numerator
Pro forma net income	$	$
Less: Pro forma net income attributable to non-controlling interests
Pro forma net income attributable to Chobani Inc.	$	$
Denominator
Shares of Class A common stock issued in connection with this offering
Pro forma weighted-average shares of Class A common stock outstanding—basic
Effect of dilutive securities
Pro forma weighted-average shares of Class A common stock outstanding—diluted
Pro forma earnings per share of Class A common stock—basic	$	$
Pro forma earnings per share of Class A common stock—diluted	$	$
Anti-dilutive shares excluded from pro forma earnings per shares of Class A common stock—diluted:	$	$
Shares of Class B common stock issued in connection with this offering
Total shares excluded from pro forma earnings per share of Class A common stock—diluted

Shares of our Class B common stock do not share in the earnings or losses of Chobani Inc. and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. Shares of our Class B common stock are, however, considered potentially dilutive shares of Class A common stock. Amounts have been excluded from the computations of diluted earnings per share of Class A common stock because the effect would have been anti-dilutive under the if-converted and two-class methods.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected financial information and other data of Chobani Global Holdings on a historical basis. Chobani Global Holdings is considered our predecessor for accounting purposes and its consolidated financial statements will be our historical financial statements following this offering. The selected historical consolidated financial data for the years ended December 31, 2016, December 30, 2017, December 29, 2018, December 28, 2019 and December 26, 2020 have been derived from our audited consolidated financial statements prepared in accordance with U.S. GAAP. The selected historical consolidated financial data for the six months ended June 26, 2021 and June 27, 2020, have been derived from our unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP, which financial statements include, in the opinion of our management team, all normal and recurring adjustments that are considered necessary for the fair presentation of the results for the period and dates presented. Our historical results and growth rates are not necessarily indicative of results or growth rates to be expected in future periods.

You should read the following information in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Person Transactions” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

	Year Ended															Six Months Ended June 27, 2020			Six Months Ended June 26, 2021
	December 31, 2016(1)			December 30, 2017			December 29, 2018			December 28, 2019			December 26, 2020
	(in thousands)
Income Statement Data:
Net sales	$	1,289,182		$	1,379,549		$	1,289,811		$	1,331,697		$	1,401,371		$	700,450		$	793,322
Costs and expenses
Costs of sales		928,550			986,392			956,452			1,003,948			1,091,156			547,073			619,893
Gross profit		360,632			393,157			333,359			327,749			310,215			153,377			173,429
Selling, general and administrative		302,197			281,357			272,243			250,650			266,135			127,588			137,232
Restructuring and other costs		—			644			1,707			446			2,330			—			3,275
Income from operations		58,435			111,156			59,409			76,553			41,750			25,789			32,922
Other (expense):
Interest expense		(150,289	)		(114,303	)		(93,201	)		(95,135	)		96,278			(45,393	)		(45,634	)
(Loss)/gain on extinguishment of debt		(1,567	)		(109,242	)		17,721			—			—			—			—
Other income (expense)		1,239			2,094			(9,076	)		1,321			(1,050	)		(153	)		1,337
Currency (loss) / gain		(199	)		(2,132	)		169			(786	)		(39	)		(100	)		33
Total other expense		(150,816	)		(223,583	)		(84,387	)		(94,600	)		97,367	)		(45,646	)		(44,264	)
Loss before income taxes		(92,381	)		(112,427	)		(24,978	)		(17,947	)		(55,617	)		(19,857	)		(11,342	)
Income tax provision		2,776			2,287			1,440			1,484			3,105			502			568
Net loss	$	(95,157	)	$	(114,714	)	$	(26,418	)	$	(19,431	)	$	(58,722	)	$	(20,359	)	$	(11,910	)

(1) 2016 contained 53 weeks while each of the other years presented contained 52 weeks.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, the section entitled “Selected Historical Consolidated Financial Information” and the consolidated financial statements of Chobani Global Holdings and the related notes included within this prospectus. For the purposes of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” references to “we,” “our,” “us,” and “Chobani” refer to Chobani Global Holdings. The historical consolidated financial data discussed below reflect the historical results of operations and financial position of Chobani Global Holdings. The consolidated financial statements of Chobani Global Holdings, our predecessor for accounting purposes, will be our historical financial statements following this offering. The historical financial data discussed below relate to periods prior to the Reorganization described in “Organizational Structure” and do not give effect to pro forma adjustments. As a result, the following discussion does not reflect the significant effects that such events will have on us. See “Organizational Structure” and “Unaudited Pro Forma Consolidated Financial Information and Other Data” for more information.

This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in such forward-looking statements, including, risks and uncertainties discussed under the heading “Forward-Looking Statements,” “Risk Factors” and elsewhere in this prospectus. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Our fiscal year is comprised of 52 or 53 weeks, ending on the last Saturday of the calendar month of December. Throughout this section, references to “2021” refer to our 2021 fiscal year, which will end on December 25, 2021, references to “2020” refer to our 2020 fiscal year, which ended on December 26, 2020, references to “2019” refer to our 2019 fiscal year, which ended on December 28, 2019 and references to “2018” refer to our 2018 fiscal year, which ended on December 29, 2018. Fiscal years 2020, 2019 and 2018 included and 2021 will include, 52 weeks.

Company Overview

Hamdi Ulukaya founded Chobani in 2005 when he purchased a shuttered manufacturing plant in New Berlin, New York with a dream of bringing healthy, high-quality food to more people. From the purchase of our first plant in 2005 with a handful of employees, we invented an entirely new food category in the United States—Greek yogurt—that completely disrupted an old one. Since June 2020, Chobani has been the #1 brand in the total Yogurt category. Following three consecutive years of market share growth in the total Yogurt category, Chobani is now the category leader with approximately 20% market share. During the 52 weeks ended August 21, 2021, retail sales of Chobani yogurt products were reported to be $1.5 billion. Chobani is also the market leader within Greek Yogurt, and currently holds     % market share.

In 2007, we offered only two yogurt SKUs. Now we feature approximately 245 yogurt SKUs under the Chobani brand across channels, geographies, and formats. This includes Chobani Core (our plain, blended and fruit-on-the-bottom Greek yogurt products), Chobani Flip yogurt snacks, Chobani Less Sugar Greek yogurt, drinkable yogurt, Chobani Complete lactose-free Greek Yogurt, and more. Our success in the yogurt category has allowed us to successfully expand into adjacent categories with the introduction of Chobani non-dairy yogurt alternatives, Chobani Oat Milk, Chobani dairy and non-dairy Coffee Creamers, ready-to-drink Chobani Coffee and Chobani Probiotic beverages. Recently, we

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launched Chobani with Zero Sugar, a groundbreaking new sugar-free dairy product with only natural ingredients, further transforming the yogurt category by addressing consumers’ desire for no-sugar options. Over the years, we have continued to innovate, allowing us to build out a comprehensive product portfolio that extends across day parts and need-states, expands into different eating, drinking, and cooking occasions, and supports a wide range of consumer lifestyles and preferences.

We were early to identify a once-in-a-generation mega-trend towards healthier eating preferences and leveraged our innovation and brand-building capabilities to create a portfolio of high-quality yogurt products that rapidly gained market share. We distributed these products into mass market channels—not just specialty stores—where nutritious packaged food typically had not been available and positioned our offerings with pricing that was attractive and accessible to all consumers. This strategy allowed Chobani to reach approximately $1.1 billion in net sales in 2013, while building the key relationships, brand awareness, trust, and scale that we benefit from today.

Today we believe that the Chobani brand is synonymous with high-quality, delicious, healthy food and making a social and environmental impact, both of which resonate very strongly in the current marketplace. This creates authentic, mutual connections with consumers who are increasingly seeking an emotional, values-based relationship with the brands they choose—a core insight of our business since day one. As we advance our mission and our social impact grows, so too will the value of our brand in the eyes of our customers and consumers.

Our differentiated, owned infrastructure represents a key strategic asset that has positioned Chobani as a fierce and formidable competitor and has allowed us to disrupt an industry dominated by legacy packaged food companies wedded to highly-processed lower cost ingredients made with artificial sweeteners. As we continue to leverage our production facilities and in-house go-to-market capabilities, we have ample capacity to support future growth. Since the commencement of product sales in 2007, Chobani has demonstrated strong financial performance. We have historically driven robust topline growth, reaching $1.1 billion in net sales in 2013 after only the first six years of operations, and generating over $1.4 billion in net sales in 2020. In 2013, we incurred $169.9 million in net loss and in 2020 we recorded $58.7 million in net loss. From 2010 to 2020 we grew net sales at a 19.1%. From 2018 to 2020, we continued to grow net sales at a 4.2% CAGR, while the broader United States yogurt market grew at only 1.6%. In 2018, 2019 and 2020, we incurred net loss of $26.4 million, $19.4 million and $58.7 million, respectively. As our original and most established product category, yogurt has provided the growth and profitability from which we independently funded broader capital investment and extension into new categories.

Post-Offering Taxation

After the consummation of this offering, we will become subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of Chobani Global Holdings and will be taxed at prevailing corporate tax rates. Our actual effective tax rate will be impacted by our ownership share of Chobani Global Holdings, which will increase over time as the continuing members exchange their Class B Units for Class A common stock on a one-for-one basis or, at Chobani Inc.’s election in its sole discretion, for cash. In addition to tax expenses, we also will incur expenses related to our operations. Furthermore, in connection with this offering, we will enter into the Tax Receivable Agreement pursuant to which we will make payments that we expect to be significant. We intend to cause Chobani Global Holdings to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including payments under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions—Proposed Transactions with Chobani Inc.—CGH LLC Agreement.”

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Key Line Items of Our Consolidated Statements of Operations

Net Sales

Our net sales are primarily derived from the sale of our products to a diverse customer base including leading national and regional retailers, food service distributors and wholesalers. As of June 26, 2021, two customers individually accounted for approximately 10% of our net sales. Net sales reflects the sale of all our products and sales of cream, which is a natural byproduct of our yogurt making process, net of certain costs. These costs include trade promotions, slotting fees, discounts, coupons, returns and reclamation claims. Management believes that net sales is the most appropriate measure of our revenues and a useful measure for investors in understanding our business over time.

Our net sales can be affected by the timing and outcome of store resets. A store “reset” is a process whereby our customers rearrange and reallocate shelf space, which is an opportunity for our products and our brand overall to gain (or potentially lose) shelf space in retail stores. Generally, our customers engage in store resets early in the first and second half of each year, but may adjust these reset windows from time to time depending on market conditions. We do not typically experience any material impact to net sales due to seasonal factors.

Gross Profit

Our gross profit reflects net sales less cost of sales, which consists of cost of raw materials, depreciation, direct labor, manufacturing plant overhead and freight and distribution costs (including costs associated with shipping and handling).

Milk, fruit, nuts, and other dry ingredients are available from numerous independent suppliers but are subject to price fluctuations due to a number of factors, including changes in crop size, federal and state agricultural programs, demand, and weather conditions, among others. Our broad array of products results in significant costs for packaging, which is subject to fluctuations in the price of resin, film, cartons, foils and corrugated cardboard. Raw milk, fruit, nuts and our primary packaging materials are our largest input costs, representing approximately 55% of our North America segment cost of sales in 2020 and approximately 54% of our North America segment cost of sales for the six months ended June 26, 2021.

We consistently assess and execute operational cost reduction programs in an effort to improve our profitability and margin profile, mitigate the effects of price inflation, maintain our competitive position and support our growth strategy. We believe these efforts, including targeting capital investments with attractive returns, enhanced supply chain productivity and reductions in waste, can improve our operational efficiency in order to improve cash flow generation, which ultimately can be reinvested in our business. We expect these reinvestments to support the enhancement of the Chobani brand through growth initiatives including new product introductions while also driving margin improvements through the achievement of operational efficiencies. This strategy permits scalability, while at the same time allowing our business to continue to provide exceptional service to our customers and superior products to our consumers.

We seek to mitigate the effects of adverse movement in raw materials and packaging costs through a combination of promotional price management and cost reduction initiatives. Milk is our most significant raw material cost. We are generally unable to pass through increases in raw material costs to consumers due to pricing pressure, and generally do not hedge milk prices or other raw or packaging materials. However, in the future, we may use futures, financial swaps and option contracts to hedge pricing or availability of milk and other raw or packaging materials. We also skim the milk as part of our manufacturing process, generating cream that we utilize in various products and sell to third parties.

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Our gross profit margins are impacted by these costs, which are subject to pricing movements driven by market supply and demand. We view gross profit as the primary driver of the success of our business. Continued growth of gross profit will depend on increasing sales while managing operating efficiency and costs.

Selling, General and Administrative Expenses

Selling, General and Administrative (“SG&A”) expenses include costs related to advertising and marketing, brand enhancement activities, selling costs, administrative expenses, research and development costs, and stock-based compensation. Advertising and other marketing expenses represent costs for advertising and other consumer and customer marketing programs. We seek to drive increased brand and category awareness through effective product positioning and marketing. Selling costs consist of personnel expenses, broker fees, and other related selling costs. SG&A also reflects investments made to support our growth, the impact of inflation and labor costs. We have made significant investments in SG&A expenses to support our growth. We have invested in a direct sales force, an in-house retail merchandising team, an in-house creative agency and supported marketing programs to drive our growth initiatives. We view marketing expenditures as a controllable cost that can be modified to support growth objectives. We expect to continue to invest in marketing behind our Chobani brand to drive future growth.

We have also made significant investments in our research and development capabilities. Research and development expenses consist of charges to develop new products and enhance our existing product portfolio, as well as enhance our in-house capabilities.

Administrative expenses include personnel and facility expenses as well as third-party professional fees.

Interest Expense

Interest expense consists of interest, the amortization of debt issuance discounts and premiums, and the amortization of deferred financing costs relating to our debt facilities, Senior Unsecured Notes and Senior Secured Notes, as defined and outlined below. We have substantial debt and debt service obligations.

Adjusted EBITDA

We use EBITDA and Adjusted EBITDA to supplement GAAP measures of performance to evaluate operating performance, specifically with relation to cash flow, debt capacity, and compliance with our debt instruments. See “—Non-GAAP Financial Measures” below for a reconciliation of these amounts to the comparable GAAP measure.

Our Reportable Segments

The summary that follows includes a discussion of the results of operations of our two reportable segments North America and International for the three and six months ended June 26, 2021 and June 27, 2020, and the years ended December 26, 2020, December 28, 2019 and December 29, 2018. The segments reflect our operations on a geographic basis. The Chief Operating Decision Maker (the “CODM”) evaluates segment performance based on several factors, including net sales, and adjusted EBITDA. EBITDA consists of net income (loss) before interest expense, income tax provision and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for unusual items and other adjustments such as gain on extinguishment of debt, asset impairment and

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gain or loss on disposals, restructuring costs, stock based compensation expense, costs related to new platforms, and non-recurring and other charges. Adjusted EBITDA is a measurement that can assist management and investors in comparing our performance on a consistent basis by removing the impact of certain items that management believes do not directly reflect our underlying operations. The CODM uses this measurement to evaluate segment performance and allocate resources. EBITDA and Adjusted EBITDA, which are presented in the segment discussion that follows, are non-GAAP measures and do not purport to be an alternative or superior to, the comparable financial measures by generally accepted accounting principles

The North America segment includes the United States, Canada, Mexico and export markets where we market, sell or distribute our products from the United States. This segment represents results of operations conducted by us or indirectly through distributors located in such countries. The North America segment is responsible for our yogurt, Oat Milk, Coffee Creamers and Coffee products, as well as our food service market positions in the United States, Canada and Mexico. Our North America segment accounted for approximately 91% of our net sales for each of the three and six months ended June 26, 2021 and June 27, 2020. Such segment accounted for approximately 91%, 90% and 90% of our net sales for the years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

The International segment includes Australia and other countries where we currently manufacture, market, sell or distribute our products from Australia. In Australia, we sell our yogurt under the Chobani and Gippsland Dairy brands. Our International segment accounted for approximately 9% of our net sales for each of the three and six months ended June 26, 2021 and June 27, 2020. Such segment accounted for approximately 9%, 10% and 10% of our net sales for the years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

Results of Operations

Impact of COVID-19 on Our Business

The COVID-19 pandemic has impacted our business operations and customer and consumer demand. Throughout the pandemic, our first priority was to protect the health and safety of our employees. To do so, certain of our operating expenses increased, including labor costs, and costs to procure personal protective equipment and supplies for our personnel and facility cleaning expenses.    

In terms of our sales, we have experienced a decrease in sales of certain of our products in certain markets and distribution channels, due in part to shifting consumer behaviors in light of widespread social disruption in the United States and abroad. These include our café business and the food service channel. However, we also experienced increased consumer demand for grocery products, due in part to consumer health concerns related to the COVID-19 pandemic.    

During the pandemic, we have continued to innovate and have seen the successful introduction and growth of several product lines, including our oat milk, coffee creamer and coffee offerings.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was signed into law. The CARES Act provided a substantial stimulus and assistance package intended to address the impact of the COVID-19 pandemic, including tax relief and government loans, grants and investments. We have utilized the payroll tax relief provided by the CARES Act; however this did not have a material impact on our consolidated financial statements for the year ended December 26, 2020 and the three and six months ended June 26, 2021.

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For additional information see “Risk Factors—The outbreak of the COVID-19 pandemic and associated responses have had, and we expect will continue to have, negative impacts on our business, financial condition and results of operations.”

Operating Results: Three and Six Months Ended June 26, 2021 Compared to the Three and Six Months Ended June 27, 2020

The table below presents our operating results for the three and six months ended June 26, 2021 and three and six months ended June 27, 2020:

	Three Months Ended
	June 26, 2021						June 27, 2020
				% of net sales						% of net sales			Increase/(Decrease)
	$						$						$			%
Net sales	$	408,283			100	%	$	334,768			100	%	$	73,515			22	%
Cost of sales		315,355			77	%		253,781			76	%		61,574			24	%
Gross profit		92,928			23	%		80,987			24	%		11,941			15	%
Selling, general, and administrative expenses		69,290			17	%		59,878			18	%		9,412			16	%
Restructuring, net		—			—			—			—			—			NM
Income from operations		23,638			6	%		21,109			6	%		2,529			12	%
Other (expense) income
Interest expense		(22,553	)		(6.0	%)		(22,483	)		(7	%)		(70	)		0	%
Other income (expense), net		1,895			0	%		(241	)		(0	%)		2,136			NM
Currency gain (loss)		83			0	%		(92	)		(0	%)		175			NM
Income (loss) before taxes		3,063			1	%		(1,707	)		(1	%)		4,770			(279	%)
Income tax provision		501			0	%		78			0	%		423			542	%
Net income (loss)	$	2,562			1	%	$	(1,785	)		(1	%)	$	4,347			(244	%)

NM: Not Meaningful

	Six Months Ended
	June 26, 2021						June 27, 2020
				% of net sales						% of net sales			Increase/(Decrease)
	$						$						$			%
Net sales	$	793,322			100	%	$	700,450			100	%	$	92,872			13	%
Cost of sales		619,893			78	%		547,073			78	%		72,820			13	%
Gross profit		173,429			22	%		153,377			22	%		20,052			13	%
Selling, general, and administrative expenses		137,232			17	%		127,588			18	%		9,644			8	%
Restructuring cost		3,275			0	%		—			—			3,275			NM
Income from operations		32,922			4	%		25,789			4	%		7,133			28	%
Other (expense) income
Interest expense		(45,634	)		(6	%)		(45,393	)		(6	%)		(241	)		1	%
Other income (expense), net		1,337			0	%		(153	)		(0	%)		1,490			(974	%)
Currency gain (loss)		33			0	%		(100	)		(0	%)		133			(133	%)
Loss before income taxes		(11,342	)		(1	%)		(19,857	)		(3	%)		8,515			(43	%)
Income tax provision		568			0	%		502			0	%		66			13	%
Net loss	$	(11,910	)		(2	%)	$	(20,359	)		(3	%)	$	8,449			(42	%)

NM: Not Meaningful

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Net Sales

Net sales for the three months ended June 26, 2021 were $408.3 million, an increase of $73.5 million or 22%, compared to net sales of $334.8 million for the three months ended June 27, 2020. North America product sales increased $55.2 million or 20%, primarily driven by increases in Flip, Core, Oat Milk, dairy Coffee Creamers, Drinks and Complete, partially offset by decreases in our children’s yogurt products. Additionally, North America cream sales were $35.9 million, an increase of $11.7 million or 48% as compared to the same period in the prior year, primarily attributable to increased demand in the food service industry related to the loosening of COVID-19 lock downs. International net sales contributed $34.7 million, an increase of $6.6 million or 24% as compared to the same period in the prior year.

Net sales for the six months ended June 26, 2021 were $793.3 million, an increase of $92.9 million or 13%, compared to net sales of $700.5 million for the six months ended June 27, 2020. North America product sales increased $78.2 million or 13%, primarily driven by increases in Flip, Core, Oat Milk, Complete, dairy Coffee Creamers and Drinks, partially offset by decreases in Less Sugar and our children’s yogurt products. Additionally, North America cream sales were $63.6 million, an increase of $5.6 million or 10% as compared to the same period in the prior year, primarily attributable to increased demand in the food service industry related to the loosening of COVID-19 lock downs. International net sales contributed $70.9 million, an increase of $9.1 million or 15% as compared to the same period in the prior year.

Gross Profit

Gross profit for the three months ended June 26, 2021 was $92.9 million, an increase of $11.9 million or 15%, from $81.0 million for the three months ended June 27, 2020. The increase in gross profit was driven by higher net sales and lower ingredient costs, partially offset by increased logistics costs and packaging costs.

Gross profit margin was 23% for the three months ended June 26, 2021, as compared to 24% for the three months ended June 27, 2020.

Gross profit for the six months ended June 26, 2021 was $173.4 million, an increase of $20.1 million or 13%, from $153.4 million for the six months ended June 27, 2020. The increase in gross profit was driven by higher net sales and lower milk and ingredient costs, partially offset by increased logistics and packaging costs.

Gross profit margin was 22% for each of the six months ended June 26, 2021 and June 27, 2020.

SG&A Expenses

SG&A expenses for the three months ended June 26, 2021 were $69.3 million, as compared to $59.9 million for the three months ended June 27, 2020. SG&A expenses represented 17% and 18% of net sales for the three months ended June 26, 2021 and June 27, 2020, respectively. The increase in SG&A expenses is primarily driven by increased marketing spend back to levels the Company spent prior to the COVID-19 pandemic and increased compensation expense

SG&A expenses for the six months ended June 26, 2021 were $137.2 million, an increase of $9.6 million or 8% from $127.6 million for the six months ended June 27, 2020. SG&A expenses represented 17% and 18% of net sales for the six months ended June 26, 2021 and June 27, 2020, respectively. The increase in SG&A expenses is primarily driven by increased marketing spend back to pre-COVID-19 pandemic levels and compensation expense.

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Restructuring, Net

We did not record restructuring expense in either of the three months ended June 26, 2021 or June 27, 2020.

We recorded restructuring expense of $3.3 million in the six months ended June 26, 2021, and did not record restructuring expense in the six months ended June 27, 2020. The increase in restructuring expense was primarily attributable to the elimination of office space.

Interest Expense

Interest expense for the three months ended June 26, 2021 was $22.6 million, an increase of $0.1 million from $22.5 million for the three months ended June 27, 2020.

Interest expense for the six months ended June 26, 2021 was $45.6 million, an increase of $0.2 million from $45.4 million for the six months ended June 27, 2020.

Other Income (Expense), Net

Other income for the three months ended June 26, 2021 was $1.9 million, compared to $0.2 million of other expense for the three months ended June 27, 2020.

Other income for the six months ended June 26, 2021 was $1.3 million, compared to $0.2 million of other expense for the six months ended June 27, 2020.

Currency Gain (Loss)

Currency gain was $0.1 million for the three months ended June 26, 2021, compared to currency loss of $0.1 million for the three months ended June 27, 2020.

Currency gain was $33 thousand for the six months ended June 26, 2021, compared to currency loss of $0.1 million for the six months ended June 27, 2020.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 26, 2021 was $57.5 million, an increase of $1.2 million or 2% from $56.3 million for the three months ended June 27, 2020. The increase in Adjusted EBITDA was driven by higher net sales and lower ingredient costs, partially offset by increased logistics and packaging costs and marketing expenses.

Adjusted EBITDA for the six months ended June 26, 2021 was $100.1 million, an increase of $1.5 million or 1% from $98.6 million for the six months ended June 27, 2020. The increase in Adjusted EBITDA was driven by higher net sales and lower ingredient costs, partially offset by increased logistics and packaging costs and marketing expenses.

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Segment Results: Three and Six Months Ended June 26, 2021 Compared to the Three and Six Months Ended June 27, 2020

The table below represents our segment results for the three and six months ended June 26, 2021 and three and six months ended June 27, 2020:

	Three Months Ended										Six Months Ended
	June 26, 2021					June 27, 2020					June 26, 2021					June 27, 2020
			% of net sales					% of net sales					% of net sales					% of net sales
	$					$					$					$
Net Sales
North America	$	373,558		91	%	$	306,690		92	%	$	722,438		91	%	$	638,666		91	%
International		34,725		9	%		28,078		8	%		70,884		9	%		61,784		9	%
Total net sales		408,283					334,768					793,322					700,450

Segment Adjusted EBITDA was:

	Three Months Ended						Six Months Ended
	June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Segment Adjusted EBITDA:
North America Adjusted EBTIDA	$	54,607		$	54,596		$	95,109		$	92,747
Asset impairment and gain/loss on disposals		(96	)		5			12			21
Non-recurring and other charges		(2,537	)		(970	)		(4,475	)		(1,271	)
Restructuring costs		—			—			(3,275	)		—
Stock based compensation expense		(1,190	)		(736	)		(2,096	)		(2,351	)
Costs related to new products		(1,627	)		(6,589	)		(2,600	)		(15,281	)
International Adjusted EBITDA		2,928			1,718			4,962			5,859
Asset impairment and gain/loss on disposals		(1	)		—			(1	)		—
Non-recurring and other charges		(113	)		(155	)		(299	)		(155	)
EBITDA		51,971			47,868			87,336			79,569
Depreciation and amortization		(26,355	)		(27,092	)		(53,044	)		(54,033	)
Income tax provision		(501	)		(78	)		(568	)		(502	)
Interest expense, net		(22,553	)		(22,483	)		(45,634	)		(45,393	)
Net income (loss)	$	2,562		$	(1,785	)	$	(11,910	)	$	(20,359	)

North America

Net sales of our North America segment were $373.6 million, an increase of $66.9 million or 22% for the three months ended June 26, 2021 compared to $306.7 million for the three months ended June 27, 2020. The increase is primarily attributable Flip, Core, Oat Milk, dairy Coffee Creamers, Drinks and Complete, partially offset by decreases in our children’s yogurt products. Additionally, North America cream sales were $35.9 million, an increase of $11.7 million or 48% as compared to the same period in the prior year, primarily attributable to increased demand in the food service industry related to the loosening of COVID-19 lock downs. Net sales of our North America segment were $722.4 million, an increase of $83.8 million or 13% for the six months ended June 26, 2021 compared to $638.7 million for the six months ended June 27, 2020. The increase is primarily attributable to Flip, Core, Oat Milk, Complete, dairy Coffee Creamers, and Drinks, partially offset by decreases in Less Sugar and our children’s yogurt products. Additionally, North America cream sales were $63.6 million, an increase of $5.6 million or 10% as compared to the same period in the prior year, primarily attributable to increased demand in the food service industry related to the loosening of COVID-19 lock downs.

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Our North America segment Adjusted EBITDA was $54.6 million for the each of the three months ended June 26, 2021 and June 27, 2020.

Our North America segment Adjusted EBITDA was $95.1 million, an increase of $2.3 million or 3% for the six months ended June 26, 2021 compared to $92.7 million for the six months ended June 27, 2020. The increase was primarily driven by higher net sales and lower ingredient costs, partially offset by increased logistics and packaging costs and marketing expenses.

International

Net sales of our International segment were $34.7 million, an increase of $6.6 million or 24% for the three months ended June 26, 2021 compared to $28.1 million for the three months ended June 27, 2020. The increase is primarily attributable to our Gippsland Dairy products as well as the Gippsland Mix In products.

Net sales of our International segment were $70.9 million, an increase of $9.1 million or 15% for the six months ended June 26, 2021 compared to $61.8 million for the six months ended June 27, 2020. The increase is primarily attributable to our Gippsland Dairy products as well as the Gippsland Mix In products.

Our International segment Adjusted EBITDA was $3.0 million, an increase of $1.2 million or 71% for the three months ended June 26, 2021 compared to $1.7 million for the three months ended June 27, 2020. The increase in Adjusted EBITDA was primarily driven by higher net sales, partially offset by increased marketing spend back to pre-COVID-19 pandemic levels.

Our International segment Adjusted EBITDA was $5.0 million, a decrease of $0.9 million or 15% for the six months ended June 26, 2021 compared to $5.9 million for the six months ended June 27, 2020. The decrease in Adjusted EBITDA was primarily driven by increased marketing spend back to pre-COVID-19 pandemic levels and compensation expense.

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Operating Results: 2020 Compared to 2019

The table below presents our operating results for 2020 and 2019 and the related year-over-year changes:

	Year Ended
	December 26, 2020						December 28, 2019
				% of net sales						% of net sales			Increase/(Decrease)
	$						$						$			%
	(in thousands except percentages)
Statements of Income Data:
Net Sales	$	1,401,371			100	%	$	1,331,697			100	%	$	69,674			5	%
Cost of sales		1,091,156			78	%		1,003,948			75	%		87,208			9	%
Gross profit		310,215			22	%		327,749			25	%		(17,534	)		(5	%)
Selling, general and administrative expenses		266,135			19	%		250,650			19	%		15,485			6	%
Restructuring costs		2,330			0	%		446			0	%		1,884			422	%
Income from operations		41,750			3	%		76,653			6	%		(34,903	)		(46	%)
Other (expense) income:
Interest expense, net		(96,278	)		(7	%)		(95,135	)		(7	%)		(1,143	)		1	%
Other (expense) income, net		(1,050	)		(0	%)		1,321			0	%		(2,371	)		(179	%)
Currency loss		(39	)		(0	%)		(786	)		(0	%)		747			NM
Loss before income taxes		(55,617	)		(4	%)		(17,947	)		(1	%)		(37,670	)		210	%
Income tax provision		3,105			0	%		1,484			0	%		1,621			109	%
Net loss	$	(58,722	)		(4	%)	$	(19,431	)		(1	%)	$	(39,291	)		211	%

NM: Not Meaningful.

Net Sales

Our net sales for 2020 were $1,401.4 million, an increase of $69.7 million or 5%, compared to net sales of $1,331.7 million in 2019. North America segment product sales, which includes sales of our products manufactured in the United States to retailers, distributors, and wholesalers and in our Cafés, increased $110.7 million or 11% driven by sales increases in Flip, Less Sugar Greek, Core and Drinks, with contributions from Oat Milk, and Coffee Creamers, partially offset by a decrease in our children’s yogurt products. Additionally, North America segment cream sales were $111.7 million, a decrease of $39.3 million or 26% from 2019, primarily attributed to lack of demand in the food service industry related to the COVID-19 pandemic. International segment net sales contributed $128.9 million, a decrease of $1.7 million from 2019.

Gross Profit

Gross profit for 2020 was $310.2 million, a decrease of $17.5 million or 5%, from $327.7 million in 2019. The decrease in gross profit was primarily driven by the start up costs associated with new platforms and higher milk, labor and logistics costs, partially offset by supply chain productivity improvements.

Gross profit margin as a percentage of net sales for 2020 was 22%, or approximately 300 basis points lower, compared to 25% for 2019. The decrease in gross profit margin was primarily driven by the net sales mix of the introduction of new platforms within the portfolio and higher milk and labor and logistics costs, partially offset by supply chain productivity improvements.

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SG&A

SG&A expenses for 2020 were $266.1 million, an increase of $15.5 million or 6%, from $250.7 million in 2019. The increase in SG&A was primarily driven by the write off of certain fixed assets that we no longer deemed as providing economic value to us. Excluding the write off of certain fixed assets, the increase related to our investment in the retail execution team, partially offset by lower marketing costs due to reductions in marketing costs due to COVID-19 business restrictions and reduced consumer presence in stores. As a percentage of net sales, SG&A expenses were 19% for 2020 and 2019.

Restructuring Costs

Restructuring and other costs for 2020 were $2.3 million, an increase of $1.9 million from $0.4 million for 2019. Increase in Restructuring Costs were primarily driven by increased severance and benefit charges.

Interest Expense

Interest expense for 2020 was $96.3 million, an increase of $1.1 million or 1%, from $95.1 million for 2019.

Other (Expense) Income, Net

Other expense for 2020 was $1.1 million, a decrease of $2.4 million, from $1.3 million of other income in 2019.

Currency Loss

Currency loss for 2020 was $39 thousand compared to a loss of $0.8 million in 2019.

Income Tax Provision

Income tax provision for 2020 was $3.1 million, an increase of $1.7 million, from $1.5 million in 2019.

Adjusted EBITDA

Adjusted EBITDA for 2020 was $191.0 million, an increase of $13.8 million or 8%, from $177.2 million for 2019. The increase in Adjusted EBITDA was primarily driven by higher net sales, partially offset by lower gross profit mainly attributable to increased milk and logistics costs.

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Operating Results: 2019 Compared to 2018

The table below presents our operating results for 2019 and 2018 and the related year-over-year changes:

	Year Ended December 28, 2019						Year Ended December 29, 2018
	$			% of net sales			$			% of net sales			Increase/(Decrease)
													$			%
	(in thousands except percentages)
Statements of Income Data:
Net Sales	$	1,331,697			100	%	$	1,289,811			100	%	$	41,886			3	%
Cost of sales		1,003,948			75	%		956,452			74	%		47,496			5	%
Gross profit		327,749			25	%		333,359			26	%		(5,610	)		(2	%)
Selling, general and administrative expenses		250,650			19	%		272,243			21	%		(21,593	)		(8	%)
Restructuring costs		446			0	%		1,707			0	%		(1,261	)		(74	%)
Income from operations		76,653			6	%		59,409			5	%		17,244			29	%
Other (expense) income:
Interest expense, net		(95,135	)		(7	%)		(93,201	)		(7	%)		(1,934	)		2	%
Other income (expense), net		1,321			0	%		(9,076	)		1	%		10,397			NM
Gain on extinguishment of debt		—			—			17,721			1	%		(17,721	)		NM
Currency (loss) gain		(786	)		(0	%)		169			0	%		(955	)		NM
Loss before income taxes		(17,947	)		(1	%)		(24,978	)		(2	%)		7,031			(28	%)
Income tax provision		1,484			0	%		1,440			0	%		44			3	%
Net loss	$	(19,431	)		(1	%)	$	(26,418	)		(2	%)	$	6,987			(26	%)

NM: Not Meaningful.

Net Sales

Our net sales for 2019 were $1,331.7 million, an increase of $41.9 million or 3%, compared to net sales of $1,289.8 million in 2018. North America segment product sales increased $38.1 million or 4% driven by increases in Core and Less Sugar Greek, partially offset by decreases in Flip. Additionally, North America segment cream sales were $151.0 million, an increase of $2.7 million or 2% from 2018. International segment net sales contributed $130.6 million, an increase of $1.6 million from 2018.

Gross Profit

Gross profit for 2019 was $327.7 million, a decrease of $5.6 million or 2%, from $333.4 million in 2018. The decrease was primarily attributable to higher milk costs, partially offset by net sales growth.

Gross profit margin as a percentage of net sales for 2019 was 25%, or approximately 100 basis points lower as compared to 26% for 2018. The decrease in gross profit margin was primarily driven by higher milk costs.

SG&A

SG&A expenses for 2019 were $250.7 million, a decrease of $21.6 million or 8%, from $272.2 million in 2018. The decrease in SG&A was primarily driven by a decrease in sales and marketing expense, which was partially offset by an increase in compensation expense. As a percentage of net sales, SG&A expenses were 19% for 2019 as compared to 21% for 2018.

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Restructuring Costs

Restructuring and other costs for 2019 were $0.4 million, a decrease of $1.3 million from $1.7 million for 2018.

Interest Expense

Interest expense for 2019 was $95.1 million, an increase of $1.9 million or 2%, from $93.2 million for 2018.

Other Income (Expense), Net

Other income for 2019 was $1.3 million, an increase of $10.4 million from $9.1 million of expense in 2018. This increase was driven by $9.5 million of financial advisory fees incurred and assigned to us in connection with HOOPP’s June 2018 minority investment in our company.

Gain on Extinguishment of Debt

We did not record gain on extinguishment of debt in 2019. In 2018, we recorded a gain on extinguishment of debt of $17.7 million due to extinguishment of the NMTC in September.

Currency (Loss) Gain

Currency loss for 2019 was $0.8 million compared to a currency gain of $0.2 million in 2018.

Income Tax Expense

Income tax expense for 2019 was $1.5 million, an increase of $0.1 million, from $1.4 million in 2018.

Adjusted EBITDA

Adjusted EBITDA for 2019 was $177.2 million, an increase of $18.8 million or 12%, from $158.4 million for 2018. The increase in Adjusted EBITDA was primarily driven by the increase in net sales, and lower SG&A expenses, partially offset by higher milk costs that resulted in lower gross profit.

Segment Results: Comparison of 2020, 2019 and 2018

The table below represents our segment results for the fiscal years ended December 26, 2020, December 28, 20219 and December 29, 2019, including a reconciliation to our consolidated results:

	Year Ended
	December 26, 2020		December 28, 2019		December 29, 2018
Net Sales
North America	$	1,272,466	$	1,201,146	$	1,160,872
International		128,905		130,551		128,939
Total net sales	$	1,401,371	$	1,331,697	$	1,289,811

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	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Segment Adjusted EBITDA:
North America Adjusted EBITDA	$	178,156		$	166,847		$	144,955
Gain on extinguishment of debt		—			—			17,721
Asset impairment and gain/loss on disposals		(13,562	)		(751	)		(3,554	)
Non-recurring and other charges		(2,963	)		1,852			—
Restructuring costs		(2,330	)		(446	)		(1,707	)
Stock based compensation expense		(4,429	)		(3,975	)		(1,483	)
Costs related to new platforms		(16,284	)		(54	)		—
International Adjusted EBITDA		12,857			10,323			13,456
Asset impairment and gain/loss on disposals		(1,410	)		(93	)		1
Non-recurring and other charges		(388	)		—			—
EBITDA		149,647			173,703			169,389
Depreciation and amortization		(108,986	)		(96,515	)		(101,166	)
Income tax provision		(3,105	)		(1,484	)		(1,440	)
Interest expense, net		(96,278	)		(95,135	)		(93,201	)
Net Loss	$	(58,722	)	$	(19,431	)	$	(26,418	)

Segment Results: 2020 compared to 2019

The table below presents our segment results for 2020 and 2019 and the related year-over-year changes:

	Year Ended
	December 26, 2020					December 28, 2019
	$		% of net sales			$		% of net sales			Increase/(Decrease)
											$			%
Net Sales
North America	$	1,272,466		91	%	$	1,201,146		90	%		71,320			6	%
International		128,905		9	%		130,551		10	%		(1,646	)		(1	%)
Total net sales		1,401,371					1,331,697					69,674			5	%

North America

Net sales of our North America segment for 2020 were $1,272.5 million, an increase of $71.4 million or 6% compared to $1,201.1 million in 2019. The increase was primarily driven by increases in Flip, Less Sugar Greek, Core and Drinks, with contributions from Oat Milk, and Coffee Creamers, partially offset by a decrease in our children’s yogurt products. Additionally, cream sales were $111.7 million, a decrease of $39.3 million or 26% from 2019, primarily attributable to lack of demand in the food service industry related to the COVID-19 pandemic.

Our North America segment Adjusted EBITDA for 2020 was $178.2 million, an increase of $11.3 million or 7% compared to $166.8 million in 2019. The increase was primarily driven by higher net sales, lower gross profit mainly attributable to increased milk and logistics costs.

International

Net sales of our International segment for 2020 were $128.9 million, a decrease of $1.7 million or 1% compared to $130.6 million in 2019, which was relatively flat compared to the same period in the in the prior year.

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Our International segment Adjusted EBITDA for 2020 was $12.9 million, an increase of $2.5 million or 25% compared to $10.4 million in 2019. The increase was primarily driven by increased gross margin and a higher operating income.

Segment Results: 2019 compared to 2018

The table below presents our operating results for 2019 and 2018 and the related year-over-year changes:

	Year Ended
	December 28, 2019					December 29, 2018
	$		% of net sales			$		% of net sales			Increase/(Decrease)
											$		%
Net Sales
North America	$	1,201,146		90	%	$	1,160,872		90	%		40,274		3	%
International		130,551		10	%		128,939		10	%		1,612		1	%
Total net sales		1,331,697					1,289,811					41,886		3	%

North America

Net sales of our North America segment for 2019 were $1,201.1 million, an increase of $40.2 million or 3% compared to $1,160.9 million in 2018. The increase was primarily attributable to increases in Core and Less Sugar Greek, partially offset by decreases in Flip. Additionally, cream sales were $151.0 million, an increase of $2.7 million, or 2% from 2018.

Our North America segment Adjusted EBITDA for 2019 was $166.8 million, an increase of $21.9 million or 15% compared to $145.0 million in 2018. The increase was primarily attributable to higher net sales and lower SG&A expense partially offset by lower gross profit.

International

Net sales of our International segment for 2019 were $130.6 million, an increase of $1.7 million or 1% compared to $128.9 million in 2018. The increase was primarily attributable to increased sales on our Gippsland Dairy products as well as the Gippsland Dairy Mix In products.

Our International segment Adjusted EBITDA for 2019 was $10.3 million, a decrease of $3.1 million or 23% compared to $13.5 million in 2018. The decrease was primarily driven by changes in the product mix within net sales.

Non-GAAP Financial Measures

Adjusted EBITDA

EBITDA consists of net (loss) before interest expense, income tax provision, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for unusual items and other adjustments such as gain on extinguishment of debt, asset impairment and gain or loss on disposals, restructuring costs, stock based compensation expense, costs related to new platforms, and non-recurring and other charges. We do not believe these items and adjustments are indicative of our ongoing operating performance.

However, EBITDA and Adjusted EBITDA are not measurements of financial performance under U.S. GAAP and our EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures

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of other companies. You should not consider our EBITDA or Adjusted EBITDA as an alternative to net (loss) determined in accordance with U.S. GAAP, as an indicator of our operating performance or as an alternative to cash flows from operating activities, determined in accordance with U.S. GAAP, or as an indicator of cash flows, or as a measure of liquidity. The following is a reconciliation of EBITDA and Adjusted EBITDA to net loss.

	Year Ended									Three Months Ended					Six Months Ended
	December 29, 2018			December 28, 2019			December 26, 2020			June 27, 2020			June 26, 2021		June 27, 2020			June 26, 2021
	(in thousands)
Net (loss) income	$	(26,418	)	$	(19,431	)	$	(58,722	)	$	(1,785	)	$	2,562	$	(20,359	)	$	(11,910	)
Interest Expenses		93,201			95,135			96,278			22,483			22,553		45,393			45,634
Income Tax Expense		1,440			1,484			3,105			78			501		502			568
Depreciation and Amortization Expense		101,166			96,515			108,986			27,092			26,355		54,033			53,044
EBITDA	$	169,389		$	173,703		$	149,647		$	47,868		$	51,971	$	79,569		$	87,336
Costs related to new platforms(a)		—			54			16,284		$	6,590		$	1,627	$	15,281		$	2,600
Stock Based Compensation Expense		1,483			3,975			4,429			736			1,190		2,351			2,097
Restructuring Expense		1,707			446			2,330			—			—		—			3,275
Non-recurring and other charges(b)		—			(1,852	)		3,351			1,125			2,650		1,426			4,774
Asset impairment and gain / loss on disposals		3,553			844			14,972			(5	)		97		(21	)		(11	)
Gain on extinguishment of debt		(17,721	)		—			—			—			—		—			—
Adjusted EBITDA	$	158,411		$	177,170		$	191,013		$	56,314		$	57,535	$	98,606		$	100,071

(a) Represents the costs associated with the launch of new product platforms.

(b) Represents one-time charges, initial public offering transaction costs, COVID-19 expenses and income effect from swap derivative.

Liquidity and Capital Resources

Our primary sources of liquidity are operating cash flows, our Trade Finance Facility, and our Revolving Credit Facility. We use this liquidity to support working capital requirements, invest in infrastructure, and service debt obligations. As of June 26, 2021, we had $50.0 million of availability under the Trade Finance Facility and had $3.9 million of letters of credit issued and $146.1 million available for borrowing under our $150.0 million Revolving Credit Facility. As of December 26, 2020 and December 28, 2019, we had $41.2 million and $46.5 million of availability under the Trade Finance Facility, respectively, there was $5.4 million and $5.8 million of standby letters of credit outstanding resulting in $144.6 million and $144.2 million available for borrowing under the Revolving Credit Facility. As of December 29, 2018, we had $38.6 million of availability under the Trade Finance Facility, $5.6 million of standby letters of credit outstanding resulting in and $144.4 million available for borrowing under the Revolving Credit Facility.

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The following table summarizes our cash flows for the periods indicated:

	Six Months Ended						Year Ended
	June 26, 2021			June 27, 2020			December 26, 2020			December 28, 2019			December 29, 2018
Net cash provided by operating activities	$	42,543		$	41,644		$	105,630		$	79,136		$	52,564
Net cash used in investing activities		(41,098	)		(52,898	)		(73,447	)		(82,927	)		(65,696	)
Net cash provided by (used in) financing activities		(32,889	)		20,696			9,748			6,653			(38,935	)
Effect of exchange rate changes on cash and cash equivalents		225			(130	)		1,028			(590	)		(828	)

In connection with this offering, Chobani Inc. will enter into the Tax Receivable Agreement with the TRA Parties. The Tax Receivable Agreement will provide for payment by Chobani Inc. to the TRA Parties of 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and certain Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest).

The payments that we will be required to make under the Tax Receivable Agreement are expected to be substantial. If all of the continuing members of Chobani Global Holdings were to exchange their Chobani Global Holdings units, we would recognize a deferred tax asset of approximately $                million and a liability of approximately $                 million, assuming (i) that the continuing members redeemed or exchanged all of their Chobani Global Holdings units immediately after the completion of this offering at the initial public offering price of $                per share of Class A common stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 25.0% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of each Tax Receivable Agreement.

The amount payable under the Tax Receivable Agreement will be based on an annual calculation of the reduction in our U.S. federal and state taxes resulting from the utilization of certain pre-IPO tax attributes and tax benefits resulting from sales and exchanges by the TRA Parties. See “Certain Relationships and Related Party Transactions—Proposed Transactions with Chobani Inc.—Tax Receivable Agreement.” We expect that the payments that we may be required to make under the Tax Receivable Agreement may be substantial. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, and based on certain assumptions with respect to future exchanges and other items, we expect that future payments under the Tax Receivable Agreement relating to the purchase by Chobani Global Holdings of Class B Units and certain Class M Units in connection with this offering and in future exchanges to be approximately $                million (or approximately $                million if the underwriters exercise their option to purchase additional shares of the Class A common stock in this offering, the proceeds of which will be used to acquire additional Class B Units and certain Class M Units) and to range over the next 15 years from approximately $                million to $                million per year (or range from approximately $                million to $                 million per year if the underwriters exercise their option to purchase additional shares of Class A common stock) and decline thereafter.

Similarly, assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that future

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payments under the Tax Receivable Agreement relating to the utilization of certain pre-IPO tax attributes acquired in the Blocker Merger to be approximately $                million and to range over the next 15 years from approximately $                million to $                million per year.

As a result, we expect that aggregate payments under the Tax Receivable Agreement over this 15-year period will range from approximately $                million to $                million (or range from approximately $                million to $                million if the underwriters exercise their option to purchase additional shares of Class A common stock).

The estimates above are based on an initial public offering price of $                per share of Class A common stock, which is the midpoint of the estimated public offering price range set forth on the cover page of this prospectus.

The actual future payments to the TRA Parties will vary based on the factors discussed above, and estimating the amount of payments that may be made under each Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events.

We cannot reasonably estimate the actual future annual payments under the Tax Receivable Agreement given the difficulty in determining those estimates as they are dependent on a number of factors, including the extent of exchanges by holders of Class B Units and Class M Units, the associated fair value of the underlying Chobani Global Holdings units at the time of such exchanges, the tax rates applicable, our future income, and the associated tax benefits that might be realized that would trigger a Tax Receivable Agreement payment requirement.

A significant portion of any potential future payments under the Tax Receivable Agreement is anticipated to be payable over 15 years, consistent with the period over which the associated tax deductions would be realized by Chobani Inc., assuming Chobani Global Holdings generates sufficient income to utilize the deductions. If sufficient income is not generated by Chobani Global Holdings, the associated taxable income of Chobani Inc. will be affected and the associated tax benefits to be realized will be limited, thereby similarly reducing the associated Tax Receivable Agreement payments to be made.

Given the length of time over which payments would be payable, the impact to liquidity in any single year is greatly reduced. Although the timing and extent of future payments could vary significantly under the Tax Receivable Agreement for the factors discussed above, we anticipate funding payments from the Tax Receivable Agreement from cash flows generated from operations, and such payments are not anticipated to depend upon the availability of proceeds of this offering.

Operating Activities

Net cash provided by operating activities for the six months ended June 26, 2021 was $42.5 million compared to $41.6 million for the six months ended June 27, 2020. The increase was attributable to a decreased net loss and changes in working capital. The net change in working capital during the six months ended June 26, 2021 was driven by increases in accounts payable, partially offset by increases in accounts receivable.

Net cash provided by operating activities increased $26.5 million in 2020, compared to $79.1 million in 2019. The increase was mainly attributable to a favorable change in working capital. The net change in working capital was driven by decreases in accounts receivable, and other assets and an increase in accrued liabilities.

Net cash provided by operating activities increased $26.5 million in 2019, compared to $52.6 million in 2018. The increase was mainly attributable to a favorable change in working capital and an increase in

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net sales. The net change in working capital was primarily driven by higher accounts payable, and accrued liabilities and lower other assets, partially offset by an increase in inventory.

Investing Activities

Net cash used in investing activities for the six months ended June 26, 2021 was $41.1 million compared to $52.9 million for the six months ended June 27, 2020, primarily due to lower capital expenditures. Our investments in capital expenditures are focused on projects designed to support our growth strategy and enhance and expand our manufacturing capabilities.

Net cash used in investing activities decreased $9.5 million in 2020 compared to $82.9 million in 2019, primarily due to lower capital expenditures. Our investments in capital expenditures are focused on projects that expand our manufacturing capabilities and support our entry into new product categories.

Net cash used in investing activities increased $17.2 million in 2019 compared to $65.7 million in 2018, primarily due to higher capital expenditures. Our investments in capital expenditures are focused on projects that enhance our infrastructure, expand our manufacturing capabilities and support our entry into new product categories.

Financing Activities

Net cash used in financing activities for the six months ended June 26, 2021 was $32.9 million compared to $20.7 million of net cash provided in the six months ended June 27, 2020. Cash used in financing activities increased in the six months ended June 26, 2021 due to increased repayments of the Equipment Finance Facility and repayment of Australian line of credit. Additionally, in 2020 we borrowed $20.0 million from each of the Revolving Credit Facility and Trade Finance Facility, and subsequently repaid all amounts outstanding under the Revolving Credit Facility, due to in part to uncertainty related to the COVID-19 pandemic. To date, we have not borrowed any amounts from such facilities in 2021.

Net cash provided by financing activities was $9.7 million in 2020, an increase of $3.1 million compared to 2019. The increase in cash was driven by proceeds from the Senior Secured Notes and the Credit Facilities partially offset by repayments of the First Lien Term Loan B and a capital distribution. We did not have any corresponding similar transactions in 2019.

Net cash provided by financing activities was $6.7 million in 2019, compared to net cash used in financing activities of $38.9 million in 2018, a change of $45.6 million. The change in cash was driven by proceeds from the Equipment Finance Facility (as defined below), partially offset by repayments of debt.

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Existing Indebtedness

	As of June 26, 2021			As of December 26, 2020			As of December 28, 2019
Trade Finance Facility	$	—		$	—		$	—
Current portion of Term Loan Facility		4,000			4,000			8,192
Current portion of Australia Line of Credit		—			7,969			—
Current portion of Equipment Finance Facility		5,073			19,812			7,252
Current portion of long-term debt	$	9,073		$	31,781		$	15,444
Term Loan Facility, net of current portion	$	394,000		$	396,000		$	789,148
Senior Unsecured Notes		530,000			530,000			530,000
Senior Secured Notes		425,000			425,000			—
Equipment Finance Facility, net of current portion		33,922			33,153			38,867
Australian Line of Credit		1,182			—			7,313
Revolving Credit Facility		—			—			—
Long-term debt—principal balance outstanding	$	1,384,104		$	1,384,153		$	1,365,328
Less unamortized original issue discount, premium and debt issuance costs		(20,731	)		(22,540	)		(15,480	)
Long-term debt	$	1,363,373		$	1,361,613		$	1,349,848
Current portion of finance leases		258			40			57
Long-term portion of finance leases		956			15			55
Total finance leases		1,214			55			112
Total funded debt	$	1,394,391		$	1,415,989		$	1,380,884

First Lien Credit Agreement

On October 23, 2020, we entered into Amendment No. 3 to our First Lien Credit Agreement, dated as of October 7, 2016, by and among Chobani Global Holdings, Chobani, LLC, Bank of America, N.A. as administrative agent, and the other lenders and parties thereto (the “First Lien Credit Agreement”), whereby we (i) entered into term loans in an aggregate principal amount of $400.0 million with a maturity date of October 2027 (the “Term Loan Facility”), (ii) entered into a revolving commitment in an aggregate principal amount of $150.0 million with a maturity date of April 2024 (the “Revolving Credit Facility” and together with the Term Loan Facility, the “Credit Facilities”) and (iii) repaid in full the $789.1 million outstanding under a $650.0 million term loan B facility and $150.0 million revolving credit facility, each previously established under the First Lien Credit Agreement, using the proceeds of the Senior Secured Notes and the Term Loan. The resulting transaction was treated as a debt modification.

The outstanding balance on the Term Loan Facility was $400.0 million as of December 26, 2020, and $797.3 million as of December 28, 2019. There was no outstanding balance on the Revolving Credit Facility as of December 26, 2020 and December 28, 2019. As of December 26, 2020 and December 28, 2019, we had standby letters of credit outstanding totaling $5.4 million and $5.8 million, respectively, and $144.6 million and $144.2 million availability under the Revolving Credit Facility, respectively.

Under the First Lien Credit Agreement, the Term Loan Facility is payable, commencing with the last business day of December, 2020, an aggregate principal amount equal to $1,000,000 (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority as set forth in the First Lien Credit Agreement) on the last business day of each of our fiscal quarters (subject to certain terms and exceptions in the First Lien Credit Agreement).

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Commencing with the delivery of financial statements for the fiscal year ended December 30, 2017, we are required to prepay or cause to be prepaid (subject to certain terms and exceptions) an amount equal to 50% of the preceding fiscal year’s Excess Cash Flow (as defined in the First Lien Credit Agreement). The required prepayment is reduced to (x) 25% of the preceding year’s Excess Cash Flow if our maximum consolidated first lien net leverage ratio is less than or equal to 3.25 to 1.00 and greater than 2.75 to 1.00 and (y) 0% of the preceding year’s Excess Cash Flow if our maximum consolidated first lien net leverage ratio is less than or equal to 2.75 to 1.00. In 2018, we made a prepayment of $5.5 million under our First Lien Credit Agreement.

With respect to the Revolving Credit Facility, the First Lien Credit Agreement requires us to maintain as of the last day of each quarter (commencing with our fiscal quarter ending April 1, 2017), a maximum consolidated maximum consolidated first lien net leverage ratio, in each case for the four fiscal quarters then ended, of 5.50 to 1.00, but if and only if, as of the last day of such fiscal quarter, outstanding revolving loans and outstanding letters of credit under the Revolving Credit Facility (excluding up to $15.0 million of undrawn letters of credit and all cash-collateralized or backstopped letters of credit) are outstanding in an aggregate amount greater than 35% of the total commitments under the Revolving Credit Facility at such time. The financial maintenance covenant is subject to certain equity cure rights and may be amended or waived with the consent of the lenders holding a majority of the commitments under the Revolving Credit Facility.

As set forth in the First Lien Credit Agreement, the maximum consolidated first lien net leverage ratio is calculated using the ratio of (a) consolidated first lien secured debt minus certain cash and cash equivalents to (b) and Consolidated EBITDA (as defined in the First Lien Credit Agreement).

The maximum consolidated first lien net leverage ratio is used in determining, among other items, the commitment fee rate in respect of unutilized commitments under the Revolving Credit Facility. We are required to pay a commitment fee of 0.50% per annum, which is subject to a step-down to 0.375% for so long as the maximum consolidated first lien net leverage ratio does not exceed 3.00:1.00. The First Lien Credit Agreement contains certain customary affirmative covenants, negative covenants, and events of default, including upon a change of control, and the maximum consolidated first lien net leverage ratio affects covenants governing debt incurrence, dividends and investments, among others.

Adjusted EBITDA as discussed above under “—Adjusted EBITDA” differs from Credit Agreement EBITDA due to certain addbacks and adjustments, including addbacks to Credit Agreement EBITDA for (i) costs incurred in connection with executive severance, relocations and sign-on bonuses, (ii) costs associated with legal settlements and non-routine litigation matters, (iii) property taxes, (iv) pro forma savings, (v) capitalized variance depreciation, (vi) costs associated with packaging redesigns, including write-offs related to obsolete inventory, and (vii) non-cash rent, consulting charges, ERP implementation charges, transaction costs, foreign currency translation adjustments related to transfer of intellectual property between foreign subsidiaries. The amount of such addbacks and adjustments included in Credit Agreement EBITDA but not included in Adjusted EBITDA for the six months ended June 26, 2021 is $12.7 million. We reported Credit Agreement EBITDA of $218.6 million in our First Lien Credit Agreement Compliance Certificate for the 12 months ended June 26, 2021.

Senior Unsecured Notes

On April 13, 2017, Chobani, LLC and Chobani Finance Corporation, Inc. (the “Co-Issuers”) issued $530.0 million of its 7.50% Senior Unsecured Notes due April 2025 (the “Senior Unsecured Notes”) to refinance certain other indebtedness. We and certain of our direct and indirect domestic subsidiaries guaranteed the Senior Unsecured Notes.

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Senior Secured Notes

On October 23, 2020, the Co-Issuers issued $425.0 million of 4.625% Senior Secured Notes due November 2028 (the “Senior Secured Notes”). We and certain of our direct and indirect domestic subsidiaries guaranteed the Senior Unsecured Notes.

Trade Finance Facility

On December 21, 2018, we entered into a one-year loan agreement with annual renewals to borrow up to $50.0 million based on the value of certain trade accounts receivable (the “Trade Finance Facility”). On December 21, 2020, we renewed the agreement for an additional year. We had $41.2 million and $46.5 million of availability under the Trade Finance Facility as of December 26, 2020 and December 28, 2019, respectively.

Equipment Finance Facility

We enter into financing arrangements in the ordinary course of its business. These arrangements are collectively referred to herein as the “Equipment Finance Facility.” These arrangements are to fund capital expenditures for growth of the business. We have ten finalized financing arrangements totaling $53.0 million as of December 26, 2020 and $31.4 million as of December 28, 2019, with effective interest rates ranging from 9.1% to 15.8%. These financing arrangements expire between 2021 to 2025.

On June 15, 2021, we entered into a new Equipment Finance Facility with commitments to fund equipment payments of $23.5 million. As of June 26, 2021, we utilized $5.5 million of borrowing capacity under such facility. Pursuant to the terms of this Equipment Finance Facility, monthly payments will commence over a 60-month period upon acceptance of financed equipment.

Australian Line of Credit

On October 10, 2020, our Australian subsidiary entered into a new line of credit pursuant to which it may borrow up to $10.0 million USD in aggregate principal amount. The line of credit expires in August 2023. We utilized the borrowings on this line of credit to pay off the outstanding line of credit that expired in January 2021. The line of credit had an outstanding balance of $8.0 million as of December 26, 2020 and $7.3 million as of December 28, 2019.

New Market Tax Credit

The NMTC Program was established by Congress in 2000 to spur new or increased investments into operating businesses and real estate projects located in low-income communities. In August 2011, we financed the expansion of our New Berlin, New York location through the NMTC program. We extinguished the NMTC in 2018 and recognized a $17.7 million gain in other income. We made principal payments of $0.4 million and paid nominal exit fees of $0.2 million in extinguishing the NMTC.

Capital Expenditures

Our capital expenditures for the six months ended June 26, 2021 were approximately $41.1 million. Our capital expenditures were generally related to capital expansion for the Oat, Creamers and Coffee platforms as well as an investment in water infrastructure to support production growth at the Twin Falls, Idaho facility. We expect to incur approximately $120.0 million to $130.0 million in capital expenditures in 2021 due to costs relating to capacity expansion at our Twin Falls, Idaho plant and product development.

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Our capital expenditures for 2020 were approximately $73.5 million. Our capital expenditures were generally related to projects that enhance our infrastructure and expand our manufacturing capabilities, with the remainder of our capital expenditures focused on maintenance of current assets. Our management continuously evaluates manufacturing facility requirements based upon market demand and production needs.

Contractual Obligations

Our contractual obligations at December 26, 2020 were as follows:

	Payments Due by Period
	Total		2021		2022 to 2023		2024 to 2025		After 2025
	(in thousands)
Debt(1)	$	1,415,934	$	31,781	$	22,358	$	557,795	$	804,000
Interest Expense(2)		473,770		84,715		162,495		136,199		90,361
Purchase obligations(3)		229,271		229,271		—		—		—
Operating lease obligations		69,462		12,901		21,417		18,152		16,992
Operating leases not yet commenced		42,122		—		5,616		5,616		30,890
Finance lease obligations		59		20		39		—		—
Total	$	2,230,618	$	358,688	$	211,925	$	717,762	$	942,243

(1) Includes principal payments on the First Lien Credit Agreement, the Senior Unsecured Notes, the Senior Secured Notes, Equipment Finance Facility and Australian Line of Credit.

(2) Includes interest payments on the First Lien Credit Agreement, the Senior Unsecured Notes, the Senior Secured Notes, the Australian Line of Credit, Trade Finance Facility, Equipment Finance Facility and certain fees.

(3) Includes commitments for raw materials to be utilized in our production processes, property, plant and equipment and committed marketing spend. For purposes of this table, arrangements are considered purchase obligations if a contract specifies all significant terms, including fixed or minimum quantities to be purchased, a pricing structure, and approximate timing of the transaction.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that either have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, liquidity, capital expenditures or capital resources that is material to investors.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks in the ordinary course of our business. These risks primarily include market sensitivities as follows:

Interest Rate Risk

Our primary interest rate exposure results from our credit facilities, which bear interest at variable rates. We manage our interest rate risk through normal operating and financing activities and, when deemed appropriate, through the use of derivative instruments. From time to time we enter into floating-to-fixed interest rate swaps to manage such exposures. These swaps are designated as cash flow hedges.

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Commodity Price Risk

Our products are made using raw materials affected by commodity prices and are, therefore, subject to price volatility caused by weather, market conditions and other factors, which are not considered predictable or within our control. Certain purchasing contracts or pricing arrangements contain risk management techniques designed to mitigate price volatility. Certain raw material purchasing contracts include minimum volume commitments that require us to make payments if we fail to satisfy the minimum. Typically, we use these types of purchasing techniques to control costs as an alternative to directly managing financial instruments to hedge commodity prices. We do not currently use derivative instruments for trading or speculative purposes and have not elected to use hedge accounting in any periods presented.

Our primary raw material commodity is milk. The price of raw milk is a combination of the local market price plus a contracted rate covering supplier costs and producer premiums. The market price for raw milk varies according to the region where it is sourced and end use of the milk. Raw milk processed into fluid milk is priced at the Class I price and raw milk processed into products such as yogurt, cottage cheese, creams and creamers, ice cream and sour cream is priced at the Class II price. Generally, we pay the federal minimum prices for raw milk, plus certain producer premiums and location differentials. We also incur other raw milk procurement costs in some locations. Although our raw milk costs are generally correlated with federal minimum pricing, a change in the federal minimum price does not necessarily mean an identical change in our total raw milk costs as producer premiums may increase or decrease. This relationship is different in every region of the United States and can sometimes differ within a region based on supplier arrangements. Although we can take steps to mitigate the effects of changes in our milk commodity input costs, fluctuations in prices remain out of our control. Increases in commodity prices, without adjustments to our product prices, would negatively affect our earnings. Based on 2020 raw milk costs, 2020 production and 2020 production mix between our manufacturing plants, a 5% change in either Class II or Class III milk prices would have had a gross profit impact of approximately $7.7 million. The foregoing is provided for illustrative purposes only, and the actual gross profit impact of a change in Class II or Class III milk prices would depend on many other variables, including raw milk costs, production efficiencies, production mix between our manufacturing plants and cream revenues. See “Risk Factors—Risks Related to Our Business and Industry.”

Inflation

The primary inflationary factors affecting our operations are commodity prices, labor costs and distribution and logistics costs. Increases in the minimum wage directly affect our labor costs. We also pay for maintenance, repairs, insurance, and utilities at our facilities, all of which are generally subject to inflationary increases. We continuously assess and implement operational cost reduction programs aimed at mitigating inflationary pressure. We do not believe that inflation had a material impact on our results of operations in 2020, 2019 or 2018, other than as attributable to higher milk costs. To the extent our costs are subject to significant inflationary pressures, we may not be able to fully offset these higher costs through price increases or other measures and our results of operations may be adversely affected.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes are prepared in accordance with U.S. GAAP. Preparing consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in Note 1 to our consolidated financial statements. Critical

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accounting estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. While we apply our judgment based on assumptions believed to be reasonable under the circumstances, actual results could vary from these assumptions. It is possible that materially different amounts would be reported using different assumptions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements:

Revenue Recognition

Our revenues primarily consist of the sale of food and beverage products, and therefore, exhibit similar economic characteristics, as they are based on similar ingredients and are marketed and sold through the same channels to similar customers. Revenues are recognized when our performance obligation has been satisfied and control of the product passes to our customers, which typically occurs when products are delivered or accepted by customers in accordance with the terms of the underlying agreements. Shipping and handling costs incurred to deliver the product are recorded within cost of sales. Amounts billed and due from our customers are classified as accounts receivable, net in the Consolidated Balance Sheets and require payment on a short-term basis, typically 60 days or less.

Revenues are recognized net of provisions for returns, discounts and certain trade promotion expenses which are recognized as a reduction of revenue. The estimated reduction of revenue from promotional programs involves the use of judgement related to performance and redemption estimates. Estimates are made based on historical experience and other factors, including expected volume. Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the consolidated financial statements. Differences between estimates and actual costs are recognized as a change in estimate in the period that the differences are identified.

Trade Allowance

We promote our products with trade promotions and consumer incentives. These programs include discounts, rebates, coupons, in-store display incentives and amounts credited to our customers for shelf space in retail stores. We recognize the costs of trade promotion and consumer incentive activities as a reduction to revenue along with a corresponding reduction to accounts receivable based on estimates at the time of revenue recognition. We use the expected value approach to determine this variable consideration. These estimates are based on our analysis of the programs offered, expectations regarding customer and consumer participation, sales and payment trends and our experience with deduction patterns associated with similar programs offered in the past. We review and update our estimates and related accruals of variable consideration each period based on actual experience. Additionally, we estimate coupon redemption from consumers utilizing third-party data and other assumptions. Differences between estimated and actual incentive costs are historically not material and are recognized in earnings in the period such differences are determined.

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BUSINESS

Our Company

Who We Are

Chobani is driven by a simple yet powerful mission: making high quality, nutritious food accessible to more people while elevating our communities and making the world a healthier place. In short, to provide good food for all.

We deliberately created a values-driven, people-first, food-and-wellness-focused strategy that has guided us since Hamdi Ulukaya founded the Company in 2005. Hamdi’s founder mentality is rooted in disruption, innovation, consumer-centricity and inclusion, fueling our success over the past 14 years. This mindset and culture have enabled Chobani to reinvent multiple food categories, redefine consumer expectations for the food they consume and change the model for how companies operate responsibly. We aspire to be the most innovative and impactful food company in the world.

At Chobani, we are an anti-traditional consumer packaged goods company. We challenge the old, staid and conventional status quo represented by our legacy competitors by creating food that is delicious, natural, nutritious and accessible (DNNA). Throughout our history, we have paired our innovative mindset with deliberate investments in people, plants and our sales and distribution platform (our 3Ps) that, coupled with unparalleled in-house execution capabilities, allow us to innovate rapidly and build scale across categories seamlessly. As a result, we believe we can move from concept to shelf more quickly than our competition and, importantly, with better quality, more natural and nutritious food options.

This disruptive, nimble, owned-asset approach fuels our success, ensuring exceptional product quality, deep relationships with retail partners, enduring trust with consumers and category leadership. Our mission and strategy have and will remain the same as we enter our next chapter of growth, driving a culture that builds on our past successes and creates opportunity to generate sustainable growth for the future by replicating our playbook across categories and geographies. Importantly, our growth creates a virtuous cycle. Chobani’s success increases our ability to impact our communities and to contribute to the health and wellbeing of millions of people, which then powers our unique brand and connects us more deeply with our consumers.

We believe good food has great power to improve bodies, families, communities, economies and the environment. At Chobani, we work with thousands of talented colleagues from diverse backgrounds, support our local farmers, and enthusiastically contribute to the fabric of the places in which we live and work. We prioritize giving back to our communities and beyond: working to eradicate child hunger, supporting immigrants, refugees and members of underrepresented groups, honoring veterans and protecting the planet. As we pursue our mission, we seek to simultaneously reinforce the power of the Chobani brand and drive sustainable growth and value for our employees, customers and stakeholders.

Our Business

Hamdi Ulukaya founded Chobani in 2005 when he purchased a shuttered manufacturing plant in New Berlin, New York with a dream of bringing healthy, high-quality food to more people. From the purchase of our first plant in 2005 with a handful of employees, we invented an entirely new food category in the United States—Greek yogurt—that completely disrupted an old one.

We were early to identify a once-in-a-generation mega-trend towards healthier eating preferences and leveraged our innovation and brand-building capabilities to create a portfolio of high-quality yogurt

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products that rapidly gained market share. We distributed these products into mass market channels—not just specialty stores—where nutritious packaged food typically had not been available and positioned our offerings with pricing that was attractive and accessible to all consumers. This strategy allowed Chobani to reach approximately $1.1 billion in net sales in 2013, while building the key relationships, brand awareness, trust, and scale that we benefit from today.

We made the strategic decision to focus on a single brand across our entire company and instill it with great meaning—we define this as our “branded house”, in contrast to the legacy, more widely utilized house of brands strategy. Our single-brand approach enables us to efficiently deploy investment and scale to support the Chobani brand and to repeatedly disrupt and re-invent large, established categories and expand into other aisles, product formats, channels, categories, and geographies. We believe the “branded house” we have built means consumers are more inclined to try new products with the Chobani brand.

Today we believe that the Chobani brand is synonymous with high-quality, delicious, healthy food and making a social and environmental impact, both of which resonate very strongly in the current marketplace. This creates authentic, mutual connections with consumers who are increasingly seeking an emotional, values-based relationship with the brands they choose—a core insight of our business since day one. As we advance our mission and our social impact grows, so too will the value of our brand in the eyes of our customers and consumers.

Our success is built on having the people, capabilities, and capacity within our company to deliver strong growth through innovation. We are makers at heart and have built a platform of production and execution capabilities that fuel our innovation engine. We view the following owned assets to be crucial and differentiated elements of our platform that serve as a competitive advantage for innovation, execution, operational flexibility, speed to market, and agility:

• In-house production capabilities across our three plants with 1,900 dedicated people. We have a manufacturing facility in New Berlin, New York, a state-of-the-art multi-platform factory in Twin Falls, Idaho, and an additional facility in Melbourne, Australia. Due to increased demand for our products, we plan to add capacity to our Twin Falls, Idaho facility for our yogurt, oat milk, creamer and coffee products.

• Chobani Labs facility in New Jersey with a dedicated group of microbiologists, molecular biologists and biochemists to help realize the future of food and unlock groundbreaking innovation.

• Internal R&D and Innovation teams in our Chobani Innovation and Community Center, attached to our Twin Falls, Idaho manufacturing facility, where we ideate and commercialize our new products.

• Demand and Commercial Team consisting of our dedicated, direct sales force of approximately 180 people, a retail execution team of more than 100 people that forges deep relationships with key retail partners, a category management and insights team of more than 25 people and a consumer loyalty team.

• In-house, award-winning creative agency and packaging design team of more than 30 people that enables us to build and position our brand ethos consistently across our creative endeavors.

Innovation is foundational to our company. We are in a unique position to innovate and bring new products to market due to our ability to scale manufacturing and utilize our robust in-house platform. This is perhaps best evidenced through the introduction and early success of our more recent new category launches, including our Chobani Oat, Chobani Coffee Creamers, ready-to-drink Chobani

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Coffee and Chobani Probiotic lines of products. Our trusted brand and expertise in the food value chain has enabled us to drive awareness and helps us convert Chobani loyalists into these new high-growth categories. For example, since entering the oat milk market in December 2019, Chobani Oat has grown to 14.9% of U.S. market share for the 13 weeks ended August 21, 2021, gaining share more quickly than we did in the yogurt category.

We currently sell our products in single-serve, multi-serve, and/or multi-pack formats through approximately 95,000 retail locations in the United States. In addition to our key customers, which include Wal-Mart, Whole Foods, Amazon, Target, Kroger, Publix, Costco and Safeway/Albertsons, we also sell our products to various other national and regional retailers, including convenience and drug stores, as well as a significant number of food service customers. Our diverse retail presence and innovative capabilities allow us to elevate the quality and accessibility of our products and ensure they are widely available for our consumers.

Chobani also has an international presence through the operation of a manufacturing facility in Melbourne, Australia and participates in certain international export markets, such as Mexico and Canada.

For the year ended December 26, 2020, we generated net sales, net loss and Adjusted EBITDA of approximately $1.4 billion, $58.7 million and $191.0 million, respectively, achieving year-over-year net sales and Adjusted EBITDA growth of 5.2% and 7.8%, respectively—even after significant brand investment in new platforms. We experienced a year-over-year increase in net loss of 202% for the year ended December 26, 2020. For the six months ended June 26, 2021, we generated net sales, net loss and Adjusted EBITDA of approximately $793.3 million, $11.9 million and $100.1 million, respectively, achieving year-over-year net sales growth of 13.3%. For the six months ended June 26, 2021, year-over-year, Adjusted EBITDA increased 1.5% and we experienced a reduction in net loss of 41.5%. See the reconciliation of non-GAAP financial measures included in footnote (1) to the summary financial information table included in “Summary Historical Consolidated Financial Information.”

FY 2010—FY 2020 Net Sales ($ Millions)

Our Market Opportunity

Chobani operates in the large and growing Packaged Food & Beverage industry in North America, Australia and certain export markets. In 2007, Chobani disrupted the U.S. total yogurt market by pioneering the Greek yogurt category and we have maintained our leading position as the #1 Greek yogurt brand. This success has underpinned our ability to continue innovating into new and emerging

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categories, unlocking a massive Packaged Food & Beverage Total Addressable Market (TAM) of approximately $599 billion in North America and Australia, which includes a U.S. Packaged Food & Beverage TAM of $462 billion.

Since our founding, Chobani has focused on providing delicious, nutritious and natural food that is accessible to all, and continues to benefit from evolving consumer trends towards healthier food and beverage options. According to the International Food Information Council, 62% of consumers rate the healthiness of food as a very important factor in their purchasing decisions and 75% of consumers have increased the healthiness of their diets over the last ten years. Similarly, according to a Food Business News report, 25% of consumers are actively trying to manage their health through food. Chobani is well-positioned to capitalize on these health and wellness secular mega trends given our commitment to offering products that are high in protein, low in sugar, with billions of probiotics, and made from natural ingredients.

We see significant growth potential for our yogurt products and have unlocked meaningful new whitespace in adjacent categories through our highly successfully recent launches of our oat milk, coffee creamer, ready-to-drink coffee and plant-based probiotic beverage product lines. We expect new and existing consumers of our newest product platforms to also support demand for our established yogurt products. We believe that our strong brand recognition, powerful innovation engine, scale and unique platform of owned-production and in-house execution capabilities will enable us to continue to enter into new categories that will create new and incremental opportunities in the future.

We currently operate in the following product categories:

Yogurt

Yogurt, and in particular Greek yogurt, has benefited from the growing demand for natural, healthier, higher protein, and lower sugar food products. As part of the broader health and wellness trends, the introduction of Greek yogurt has changed American tastes and preferences in yogurt and significantly disrupted the market. We believe there is significant opportunity in the U.S. yogurt category, particularly around increased consumption penetration given that per capita yogurt consumption in the U.S. has historically lagged that of Europe and other markets. We are encouraged by long-term trends in the category, such as the category’s growth in six of the last seven quarters and increased consumer food spend for at-home consumption, which has grown at a 3.1% CAGR since 2019. Since 2009, the overall U.S. spoonable yogurt market has grown from $4.5 billion at a CAGR of 3.6% to $7.1 billion in retail sales for the 52 weeks ended August 21, 2021. The Greek yogurt segment has led this growth, growing from 4.4% to 46.3% market share over that same time period, with $3.3 billion in retail sales, which represents a 24% CAGR. Before Greek yogurt became a broadly available category, the total U.S. yogurt market was dominated by two large, established players, both of which offered only conventional, higher sugar, lower protein yogurt products. In 2007, Chobani entered the U.S. yogurt market as a disruptor, focusing entirely on Greek yogurt products. Only six years after the first cups of Chobani hit the shelves in New York in 2007, Chobani generated approximately $1.1 billion in net sales in 2013 and drove approximately 45% of total spoonable category growth in the same period.

Since June 2020, Chobani has been the #1 brand in the total Yogurt category. Following three consecutive years of market share growth in the total Yogurt category, Chobani is now the category leader with approximately 20% market share. During the 52 weeks ended August 21, 2021, total retail sales of Chobani yogurt products were reported to be $1.5 billion. Chobani is also the market leader within Greek Yogurt, and as of the 13 weeks ended August 21, 2021 holds 42.6% market share. Over the past three years, Chobani has had the highest market share increase among the top three players, who collectively

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hold approximately 51.9% share based on retail dollar sales. In the 52 weeks ended August 21, 2021, the total yogurt category grew 2.7% , while Chobani significantly outpaced the market, growing 7.8%.

Total U.S. Yogurt Market Share⁽¹⁾ (%)

⁽¹⁾  “Total U.S. Yogurt Market Share” aggregates national cross-outlet market retail sales data from the following channels: food/grocery, drug, mass merchandisers, Walmart, club, dollar and military.

Chobani entered the Australian market in 2011 following the acquisition of the Gippsland Dairy brand and its factory, and quickly grew to become the #1 brand in the market. Today, Chobani and Gippsland Dairy are the #1 and #4 brands in the Australian yogurt market, respectively, representing a combined 21.8% of the aggregate $1.2 billion yogurt market in Australia. The global yogurt market is a $90.7 billion market and represents a tremendous opportunity for future growth for us outside of the United States and Australia.

Plant-Based Milk

Plant-based milk in the United States is a large and high growth category generating $2.4 billion in revenue and growing 9% during the 52 weeks ended August 21, 2021. Plant-based milk includes a variety of milk alternatives, including oat, almond, coconut, and soy milk. Today, plant-based milk represents 15.4% of the broader $15.7 billion milk market, which is up from 12.6% four years ago. The category has experienced significant momentum and benefited from changing consumer preferences towards healthier food and lactose-free beverage options. New and emerging categories within plant-based milk are expected to offer significant future growth and expansion opportunities.

The U.S. oat milk market, specifically, has experienced explosive growth in recent years and is the fastest growing segment within plant-based milk. In the 52 weeks ended August 21, 2021, it was a $349 million category, growing 91.6% year-over-year. Oat milk is gaining significant share within the overall plant-based milk category, rising from 9.6% to 16.6% during the 52 weeks ended August 21, 2021, compared to the prior 52-week period. Oat milk is also taking share from other popular plant-based milk alternatives, like almond milk, whose market share decreased from 68.2% to 64.7% over the same time period.

Compared to other plant-based milks, oat milk is attractive based on its nutritional accessibility (given the product contains no nuts or soy) and its environmental profile and role in regenerative

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agriculture. Perhaps most importantly, relative to dairy alternatives, oat milk does not compromise taste or texture (it tastes great drinking straight from a glass) and its versatility makes it ideal for many uses, including adding to coffee, tea, smoothies, cereal, and more.

Total U.S. Oat Milk Market Size⁽¹⁾ ($ Millions)

⁽¹⁾  “Total U.S. Oat Milk Market Size” aggregates national cross-outlet market retail sales data from the following channels: food/grocery, drug, mass merchandisers, Walmart, club, dollar and military.

The oat milk market is heavily concentrated, with four brands accounting for 84.9% of the category. Since entering the market in December 2019, Chobani Oat has been well received by both retailers and consumers, capturing 14.9% of U.S. market share for the 13 weeks ended August 21, 2021. During the 52 weeks ended August 21, 2021, total retail sales of Chobani Oat were reported to be $51.6 million. For the 13 weeks ended August 21, 2021, Chobani Oat retail sales have grown 74.3% year-over-year, ahead of the category and several incumbents.

Coffee Creamers

The landscape within the U.S. coffee creamer category exhibits similar dynamics to the yogurt market 15 years ago. The market is highly concentrated with the top four legacy players controlling approximately 77.2% of the category. Coffee creamers are often perceived as “fresh dairy” when in reality, many of the products are actually oil-based with no cream, and are made with artificial ingredients. The U.S. coffee creamer category generated approximately $3.5 billion in retail sales during the 52 weeks ended August 21, 2021, and as of August 21, 2021, has grown at a 7.9% CAGR since 2017. The U.S. dairy-based coffee creamer segment now represents 12.5% of the total U.S. coffee creamer category and is outpacing the category. Following its launch into the dairy coffee creamer category in December 2019, Chobani secured the #4 position within the category with 10.9% market share for the 13 weeks ended August 21, 2021. For the 13 weeks ended August 21, 2021, sales of Chobani Coffee Creamers have grown 129.8% as compared to the same period in the prior year. For the 52 weeks ended August 21, 2021, total retail sales of Chobani Coffee Creamers were reported to be $43.6 million. Chobani benefits from our consumers’ desire to consume delicious products that are made with fewer and natural ingredients. We also offer a full line of oat-based coffee creamers that are made with gluten-free oats and natural flavors. The coffee creamer category, like many others, is benefiting from a variety of both dairy- and plant-based options, which are disrupting the category with their craft product positioning.

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Consistent with our focus across all parts of our business, we strive to minimize waste throughout the manufacturing process. Cream is a natural byproduct of our yogurt-making process and we sell most of this excess cream into the food service channel, typically to butter producers. We use the remaining cream in our yogurt and coffee creamer products. Not only is this environmentally conscious, but also financially and operationally responsible. We also put our Chobani Coffee Creamers in a Tetra Pak developed package that is made of more than 50% paperboard, a renewable material from FSC-certified forests and other controlled sources.

Coffee and Non-Dairy Probiotic Beverages

Coffee

The U.S. ready-to-drink coffee market generated approximately $2.3 billion in retail sales for the 52 weeks ended August 21, 2021, and is growing at 21.8% for the last 13 weeks ended August 21, 2021. The ready-to-drink coffee market continues to benefit from the long-term, secular consumer trend towards convenient, on-the-go consumption due to consumers’ increasingly busy lifestyles. In January 2021, ready-to-drink Chobani Coffee launched with four SKUs: Pure Black, Sweet Cream, Vanilla Cream, and Oat Milk. During the 52 weeks ended August 21, 2021, retail sales of ready-to-drink Chobani Coffee have grown 45.5% and our multiserve cold brew offering has been well received since it reached shelves in April 2021. For the 13 weeks ended August 21, 2021, retail sales of ready-to-drink Chobani Coffee have increased 57% compared to the prior 13-week period. Ready-to-drink Chobani Coffee’s speed to market benefited greatly from our ability to leverage our existing assets and capabilities, including our manufacturing lines in our production facilities and other product inputs and ingredients, such as our coffee creamers and oat milk.

Non-Dairy Probiotic Beverages

The U.S. non-dairy probiotic beverages market reported retail sales of $817.6 million during the 52 weeks ended August 21, 2021. The growth of this category aligns with long-term trends tied to the broader healthy food movement, as consumers increasingly seek to take control of their overall wellness. Consumers are removing juices and sodas from their diets to reduce sugar consumption and are instead seeking healthier replacements to play a key role in supporting their overall wellbeing. The non-dairy probiotic beverage category is currently highly fragmented and comprised of many smaller brands as opposed to incumbent consumer packaged food companies.

During the 52 weeks ended August 21, 2021, the overall non-dairy probiotic beverage market grew 5.1% year-over-year, while the smaller, non-kombucha, non-dairy probiotic beverage subset, which includes products like our plant-based probiotic beverages, has expanded the category and grown 7.5% over the same time period. In June 2020, Chobani launched Chobani Probiotic, a full portfolio of fermented, plant-based probiotic beverages with immunity, digestion and gut health supporting probiotics. Since then, we have also launched dairy probiotic yogurts and drinks and Little Chobani Probiotics for kids, including pouches and shakes, to increase the visibility and availability of probiotics within our product assortment. Chobani Probiotic currently sells into more than 4,500 retail locations. In the 13 weeks ended August 21, 2021, Chobani Probiotic grew 44.3% as compared to the prior 13-week period.

Our Competitive Strengths

The Chobani Brand is Built on the Quality of Our Food and the Trust and Loyalty of Our Customers

The Chobani brand is widely recognized and loved. From the very beginning, Chobani has dedicated itself to crafting food and beverage options that are delicious, natural, nutritious, and

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accessible (DNNA). DNNA is exactly what it sounds like: our DNA. It is what we make, it is what we do. We believe that it is the future of how food will be produced and consumed.

• Delicious: We pride ourselves on making wholesome, quality food every single day. In all of our products, we strive to excite consumers with superior flavor, taste and texture. We take a back-to-basics approach using authentic ingredients and locally-sourced milk. Today, nearly all of our products are produced in-house, allowing us to deliver consistent quality in every serving.

• Natural: We believe every food maker has a responsibility to provide people with better options. Since the beginning, every Chobani cup, carton and bottle is crafted using real, high-quality, non-GMO ingredients. That means the fruit is real fruit and the honey is real honey. Our products do not contain any artificial sweeteners or preservatives.

• Nutritious: The Chobani brand is positioned as a nutrition powerhouse. Our yogurt is an excellent source of protein, with key vitamins, and minerals. We also solve for the growing need-states for gluten-free, higher protein and lower sugar options, as well as lactose-free and plant-based alternatives. Regardless of what consumers are looking for, we seek to ensure that there is a Chobani product for everyone.

• Accessible: Chobani’s mission is to provide good food for all. We believe good food is a right, not a privilege. Our goal has always been to democratize delicious and nutritious food, making our products accessible to everyone across retail locations, distribution channels, price points and pack sizes.

Chobani is a leader in transforming our food system by producing high quality products, protecting the health of our planet and providing a better future for our employees, partners and consumers. Our core belief is that we will do well by doing good.

We work with thousands of talented colleagues from diverse backgrounds, support our local farmers and deeply contribute to the fabric of the communities in which we live and work. Our contributions are not limited to the local level. Nationally, we have prioritized giving back to society by working to eradicate child hunger and supporting diverse and underserved communities, including immigrants and refugees. Our core values align fully with those of today’s increasingly socially conscious consumer, which helps drive our success.

Living our values every day and creating products that fully integrate with our DNNA has fostered deep loyalty and trust in the Chobani brand with our consumers and our retail partners. Chobani’s national aided brand awareness reached 79% in 2020 with consumers viewing us favorably in terms of trust, nutrition, and high-quality ingredients.

Proven Ability to Innovate and Disrupt Large and Growing Categories

Chobani has established itself as a leader in innovation by identifying unique opportunities and leveraging our scale and owned asset platform. We fundamentally changed the U.S. yogurt market in 2007 when we transformed an emerging category with the introduction of our Greek yogurt. Our product was celebrated for being thicker, richer, and creamier than traditional yogurt with higher protein, less sugar, and more nutrients. Since 2009, Greek yogurt has driven total yogurt growth within the United States, and Chobani has emerged as the leading brand in the $7.7 billion U.S. yogurt market. Our U.S.-based yogurt retail sales grew at a CAGR of 25.5% from 2009 to 2021, based on Nielsen reports, far outpacing the spoonable yogurt category growth CAGR of 3.6% during this period.

According to SPINS and Nielsen, respectively, Chobani is the #1 brand in both the natural enhanced channel and mass merchandiser channel for the 26 weeks ended June 19, 2021. We

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continue to innovate, allowing us to build out a comprehensive product portfolio that extends across day parts and need-states, expands into different eating, drinking and cooking occasions, and supports a wide range of consumer lifestyles and preferences.

In 2007, we offered only two yogurt SKUs. Now we feature approximately 245 yogurt SKUs under the Chobani brand across channels, geographies, and formats. This includes Chobani Core (our plain, blended and fruit-on-the-bottom Greek yogurt products), Chobani Flip yogurt snacks, Chobani Less Sugar Greek yogurt, drinkable yogurt, Chobani Complete lactose-free Greek Yogurt, and more.

Our success in the yogurt category has allowed us to successfully expand into adjacent categories with the introduction of Chobani non-dairy yogurt alternatives, Chobani Oat Milk, Chobani dairy and non-dairy Coffee Creamers, ready-to-drink Chobani Coffee, and Chobani Probiotic beverages. Recently, we launched Chobani with Zero Sugar, a groundbreaking new sugar-free dairy product with only natural ingredients, further transforming the yogurt category by addressing consumers’ desire for no-sugar options.

Our unique, nimble, and flexible culture, as well as our leadership team’s relentless commitment to product development, allows us to launch new products quickly and with very limited need for external product research and development or manufacturing resources. Chobani Flip, introduced in 2013, went from idea to shelf in less than 12 months and has since grown to $358 million in retail sales as of August 21, 2021. Chobani Flip was a major innovation in yogurt, solving for an otherwise untapped snacking day part, attracting countless new consumers.

Our Chobani Oat Milk platform became #3 in the category after less than six months on the shelf. Like Flip, Oat went from idea to commercial availability in less than 12 months. Chobani Coffee Creamer has captured 10.9% market share of the dairy creamer segment for the 13 weeks ended August 21, 2021. In yogurt, oat milk, and creamer, we were able to move quickly and overtake long-time incumbent producers in a matter of a year or even months, providing powerful validation of our aggressive go-to-market innovation model.

Differentiated Platform and State-of-the-Art Facilities Support Ample Capacity for Future Growth

We believe that the creation process is as important as the final product, and we handle every step with careful consideration and a commitment to efficiency. Our differentiated, owned infrastructure represents a key strategic asset that has positioned Chobani as a formidable leader and has allowed us to disrupt an industry crowded by legacy food companies. As we continue to leverage and expand

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our production facilities and in-house capabilities, we have capacity to support future anticipated growth.

• Production Facilities: At the heart of our infrastructure in the United States are our two production plants: our original facility in New Berlin, New York and our state-of-the-art facility in Twin Falls, Idaho. As an example of the advantages of these owned assets and the excellence of our production team, we successfully met 98% of heightened demand in 2020 despite the unprecedented obstacles posed by the COVID-19 pandemic, while many other food and beverage manufacturers struggled to keep products stocked in stores. Supported by our planned capacity expansion, we expect to have the ability to quickly scale production in new categories to meet anticipated demand. We also have developed relationships with co-manufacturers, distribution and cold storage warehouse suppliers that allow us to flex our capacity to produce certain new items or address surges in volume. We have an international presence in Melbourne, Australia, where we produce yogurt and are currently expanding manufacturing capacity to launch our refrigerated oat beverages by year-end 2021.

• Innovation and Community Center: In August 2019, we opened our Innovation and Community Center in Twin Falls, Idaho, a 71,000 square foot research and development facility that is designed to promote a culture of collaboration, creativity, innovation, and wellness among employees and our community. Our innovation center is constantly testing new products, supporting continued expansion of our product offering. Since 2020, we have launched into four new categories and commenced distributing over 100 new items.

• Sales Force: We have a dedicated in-house sales force of approximately 180 people that know our business inside-and-out and has unparalleled relationships with our retail customers across all categories supporting the successful launch of Chobani products into new categories like oat milk.

• Retail Execution Team: Our exceptional in-house retail execution team differentiates us from certain competitors who use third-party brokers with feet on the street to ensure that we have the right assortment of products in stock at competitive pricing. As a result, we are able to build on our leadership positions in our key categories and successfully and efficiently navigate new product launches. This team of more than 100 people has the expertise and experience to optimize merchandising and order replenishment products, ensuring strong shelf presence and sales momentum, while strengthening relationships with our retail partners.

• In-House Creative Agency: Our in-house creative agency creates, plans, and executes all of our advertising and branding initiatives, in addition to other forms of promotion and marketing for the Chobani brand, ensuring that we communicate with a consistent voice and build direct grassroots connections with the communities we impact.

Over the past ten years, we have invested over $1.3 billion in our production and research and development facilities, including more than $380 million towards our Innovation and Community Center in Twin Falls, Idaho. We have significantly benefited from the competitive advantage of investing in our manufacturing facilities to increase production capacity while also maintaining our focus on efficiency. Importantly, our ownership of product design and production is designed to ensure that our supply chain practices align with our commitment to sustainability and environmental stewardship.

Powerful Scale and Differentiated Customer Relationships Supports Agility and Speed to Market

The total number of distribution points for Chobani’s products has only continued to grow, driving volume increases at our retail customers across the country. Our products are sold through more than 100 retail partners and approximately 95,000 retail locations in the United States, in addition to the food

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service channel. We have established exceptional relationships with a broad range of diverse retailers. Key customers include Wal-Mart, Whole Foods, Amazon, Target, Kroger, Publix, Costco and Safeway/Albertsons, among others. The launch of our new products has benefited from the relationships that we have cultivated with key retailers over the years through our Greek yogurt product offering and broadened through our category expansions.

Retailers trust us to efficiently bring product offerings at scale that will resonate with consumers – and create disruptive moments similar to those that Chobani Greek Yogurt brought to the yogurt aisle. We believe our owned platform of production and execution capabilities affords us a distinct competitive advantage in introducing successful new products quickly. For example, as mentioned previously, our highly successful Chobani Flip and Chobani Oat lines of products went from idea to broad commercial availability in less than a year. While our investments in manufacturing assets and human capital have enabled us to successfully grow our business, they have also strengthened our reputation as a reliable partner to retailers who are focused on allocation of store and shelf space to the best products. The depth of these award-winning relationships has benefited us as we have extended our brand into new products and categories. As a partner of choice to our retailers, Chobani has been ranked #1 Dairy for five years in a row by Advantage Solutions and named 2020 Dairy Processor of the Year by Dairy Foods and Company of the Year in 2019 by FoodDive.

People-First Culture and Focus on Community Engagement

From the very beginning, Hamdi, our Founder and Chief Executive Officer, has built Chobani by deploying an “anti-CEO playbook,” which inspires a new way of doing business: one that views the prioritization of our people, communities, consumers, and society as foundational to better business results. Hamdi works closely with our leadership team and employees to make a difference in communities around the world. We believe that business done right has the ability to change lives and strengthen communities while still supporting strong financial results.

Principles of diversity, equity, inclusion, and acceptance guide all that we do at Chobani. Our goal is to create opportunity and economic vitality for our employees and, in turn, for our communities. We create an accepting and welcoming environment through which everyone can do what they love and love what they do. We actively recruit talent from various and diverse backgrounds, including refugees, immigrants, members of underrepresented groups and military veterans, who are often otherwise overlooked for employment opportunities. At Chobani, diversity of background, experience, and world-view is a core component of our culture and success.

We believe investing in our employees and communities pays dividends every day in productivity, engagement, and ambassadorship. Some examples include:

• Employee Rewards: Taking care of our employees is an investment. As a result, we established the Employee Rewards program in 2016, through which all full-time Chobani employees regardless of level can become owners in Chobani. The program consists of awards to every full-time employee, representing a stake in Chobani’s future value and fostering internal motivation and driving top-quality performance.

• Employing Refugees and Immigrants: At last count, our manufacturing workforce was comprised of approximately 30% refugees and immigrants. Our manufacturing workforce speaks over 20 different native languages.

• Anti-Hunger Advocacy: As part of Chobani’s concerted efforts to combat hunger nationwide, we have taken action to drive meaningful change, including paying off the school lunch debt of several school districts and launching a charitable SKU with 100% of the profits benefiting local food banks.

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• Supporting Community Through COVID-19: Throughout the COVID-19 pandemic, we donated and delivered more than eight million Chobani products to food banks, food pantries, USDA food box distributions, schools, hospitals, and senior centers in our backyards of New York and Idaho, and across nearly 30 other states, and advocated for government support to end child hunger in partnership with NGOs like Feeding America

• Fair Trade Dairy: Chobani also pioneered and helped launch the first ever and only Fair Trade Dairy certification in the United States, which is designed to protect and empower dairy workers and provide meaningful premiums to benefit farmers and farm workers alike.

• Other Programs: In addition to the above initiatives, Chobani’s proactive decision in 2020 to implement a starting wage of at least $15.00 an hour, resulting in an average hourly wage of approximately $19.00 an hour, coupled with other programs that support entrepreneurship and education, such as Chobani Paid Parental Leave, the Chobani Incubator, Chobani Scholars, and our Community Impact Funds, serve to further our legacy of support for our communities.

We believe that these values-driven programs will continue to strengthen the Chobani brand and cultivate awareness and loyalty among consumers who share these same values, thereby enhancing our ability to improve the world through our food.

Proven Track Record of Financial Success, Highlighted by Diversified Growth

Since our launch in 2007, we grew quickly to reach $1.1 billion in net sales in the first six years of our operations, and generating over $1.4 billion in net sales in 2020. In 2013, we incurred $169.7 million in net loss and in 2020, we recorded $58.7 million in net loss. From 2018 to 2020, we continued to grow net sales at a 4.2% CAGR, while the broader U.S. yogurt market grew at only 1.6%. In 2018, 2019 and 2020, we incurred net loss of $26.4 million, $19.4 million and $58.7 million, respectively. As our original and most established product category, yogurt has provided the growth and profitability from which we independently funded broader capital investment and extension into new categories.

As a result of our scale and operating performance, we generate significant operating cash flow. We have achieved positive operating cash flow in every year since 2015 and reported $105.6 million in 2020, up 33.5% year-over-year. Healthy operating cash flow enables us to make strategic investments in our business to drive future growth. We are flexible in our ability to allocate capital to projects that will both satisfy demand and drive incremental topline growth. We have made significant investments over the past several years to expand our facilities, implement SAP and extend our brand portfolio. We will continue to make strategic investments moving forward as we identify new market disrupting categories and demand for our products grows.

Our Growth Strategies

Since we began selling Greek yogurt in 2007, we have grown rapidly and captured significant market share from other brands in the yogurt category. Our mission and strategy have remained consistent since 2007, allowing us to successfully launch many new products within our yogurt portfolio as well as highly-relevant products in new growth categories. We expect to continue to leverage our competitive strengths to replicate this playbook to generate sustainable and differentiated growth over time.

Drive Differentiated Growth in Our Yogurt Business and Support our Category Leadership Position

Our yogurt offering is performing well and growing significantly faster than the overall category. We believe that for much of the last decade, Chobani has been a key driver of growth in the yogurt

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category and we believe we have a significant runway for continued growth across our yogurt offerings in a number of key areas:

• New Product Platform Innovation: We have consistently been able to launch ground-breaking innovation across our yogurt portfolio to drive growth well above category levels. This product platform innovation includes new ingredient profiles, flavors and formats that meet different need states, including Chobani with Zero Sugar, on-the-go yogurt drinks, and snacking-oriented products like Chobani Flip. We have a deep pipeline of future yogurt product platform innovation that we believe will achieve similar success with retailers and consumers.

• Product Platform Expansion: As we introduce new product platform innovation, for example Chobani with Zero Sugar and our plant-based yogurts like coconut and oat, we have the capabilities to quickly and efficiently bring new flavor variants and SKUs to market. We believe that Chobani with Zero Sugar has significant opportunity for growth. We will continue to expand product platforms in this manner based on consumer demand and key flavor, format, and ingredient trends.

• Build Awareness and Drive Adoption/Penetration: Yogurt consumption levels in our core markets are still significantly underpenetrated relative to global per capita consumption levels. We believe there is a large opportunity to drive increased brand and category awareness through effective product positioning and marketing, particularly with respect to the health and nutritional benefits of our yogurt products. As consumer awareness rises we believe we can further increase household penetration and grow customer adoption across all trade channels.

• Channel and Shelf-Space Expansion: We believe we have a significant opportunity to increase our current penetration in new channels and increase the accessibility of our yogurt products. We are currently under-shelved relative to our market share in certain key retail outlets and as we close opportunity gaps, we believe the Chobani brand serves as an on-shelf beacon that drives incremental trial and awareness. Additionally, our food service business, which drives expanded access to Chobani products in hotels, airlines, resorts and cafes, currently represents less than 10% of our overall distribution. We anticipate continued growth in this key channel, as many food companies operating in the food service channel have penetration in excess of 20% of their distribution. Additionally, we anticipate our recent pilot distribution partnership with PepsiCo Inc. will help broaden distribution into high-growth but underpenetrated channels like convenience and drug stores and colleges.

The growth and profitability of our yogurt business will continue to serve as a base from which we will fund differentiating platform investment and fuel disruptive innovation across our portfolio in the future. We believe these growth drivers will enable sustained, durable growth of our yogurt products and allow us to continue to be a category leader.

Expand Our New Growth Categories through Continued Distribution and Channel Expansion and Enhanced Marketing

As a result of our successful launch of Chobani Oat and its impressive early growth, as well as the promising results of our new Chobani Complete line, Chobani Coffee Creamers and ready-to-drink Chobani Coffee products to date, we believe we are well-positioned to continue to expand our reach in these new growth categories. For example, in the oat milk category, we are focused on becoming the leader in the category despite having launched our line of oat milk products within the last two years.

We believe that our differentiated platform of best-in-class production infrastructure and in-house execution are a key competitive advantage in driving sustainable growth across all of our new growth categories. We intend to employ the following approaches to fuel the expansion of these businesses:

• Naturalize Big, Unhealthy Categories: We offer high-quality, clean label products and source natural ingredients that consumers value. We believe that our commitment to a superior tasting

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product distinguishes us from many competitors in the space who use artificial ingredients. For example, while oat milk is traditionally higher in sugar than other types of milk and milk alternatives, Chobani introduced its Zero Sugar Oat product to address customer concerns over sugar content in December 2020. We believe oat milk will continue to take share from traditional dairy milk as well as other plant-based milk categories like almond. Similarly, clean label coffee creamers are on-trend and in high demand from retailers.

• Improve Accessibility of High-Growth Functional Foods: Functional foods and beverages are extremely attractive categories with long runways for growth as consumers become more aware of their health benefits, including immunity support, gut health and additional protein. We recently launched our Chobani Probiotic line of products with the intention of both benefitting from a high-growth market and making it more broadly accessible outside of upscale health foods retail outlets where products like this have been traditionally sold. We believe that our functional food and beverage offerings will allow us to further attract new customers and build brand loyalty while expanding our portfolio in healthy products.

• Expand Channels, Shelf Space, and Occasion: Currently, we sell at approximately 95,000 retail points of distribution in the United States and we cultivate and maintain positive relationships with our distributors. We plan to continue forging relationships with new customers to bring our new products to as many shelves and homes as possible. Because we have scale and well-established existing relationships with retailers, we can efficiently leverage these partnerships to successfully launch innovation more effectively than many lower volume competitors who are typically focused on only a single product category or part of the store. Additionally, we anticipate our recent pilot distribution partnership with PepsiCo Inc. to broaden distribution into high-growth but underpenetrated channels like convenience and drug stores, and colleges to expand and grow into new and existing channels over time.

Further Leverage Our Chobani Brand and Powerful Platform to Enhance Consumer-Centricity and New Category Disruption

We want every interaction that a consumer has with our product to be positive. Consumers are demanding more personalization and products that are tailored to meet their specific values and needs, whether it is convenient formats, specific dietary needs, or e-commerce availability. Through our innovation pipeline we are building a more consumer-centric product portfolio that is responsive to emerging consumer trends and preferences. We listen to our consumers, and we have a best-in-class consumer loyalty team that is well equipped to interact directly with our consumers and leverage those insights to create products we know will resonate with customers and consumers, regardless of the category. We will continue to invest in these capabilities while strengthening our brand. It is these investments, consumer insights, and capabilities that have allowed us to successfully launch products into four completely new categories in the last 18 months.

Consumers have increasingly been demanding more e-commerce accessibility for healthy food products. In e-commerce channels both online, through e-commerce-only grocers, and offline, through retailer e-commerce platforms (across both home delivery and store-pickup), retail sales of Chobani products have grown over 70.4% for the 52 weeks ended June 26, 2021 as compared to the prior 52-week period. Our e-commerce efforts will be a key component of our channel expansion and our goal of building out a well-balanced, accessible business that is on the leading edge of consumer-centricity. We expect continued strong growth in e-commerce channels for our products and are actively exploring new and innovative ways to get Chobani’s products into consumers’ hands even more directly and conveniently.

Our widely recognized and loved Chobani “branded house” resonates with today’s increasingly conscious consumers by representing both high-quality, healthy food and alignment with a mission that is supported by a deep set of values. The power of the Chobani brand, coupled with our differentiated

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platform will enable us to continue to launch products into new categories. We have a deep pipeline of new product innovation that we believe will resonate with our consumers and we have a platform that allows us to ideate, commercialize, market, and distribute these products quickly and efficiently. We prioritize new categories where accessibility, health and wellness, and quality can be differentiators. We will continue to target both large categories that are starved for innovation and ripe for disruption, as well as newer, high-growth categories that are in high consumer demand. We see significant opportunity to bring plant-based, lactose-free alternatives into large categories where products for health-conscious consumers do not currently exist or where penetration is low. As we continue to extend into new categories, we will also expand our addressable market and elevate our brand, helping sustain growth over the long-term.

Our Mindset of Sustainable and Continuous Operational Improvement Supports Growth

We understand that as the world changes, we need to adapt and change too. We pride ourselves on continuous innovation, effective listening, and flawless execution. Over the past few years, this strategy has helped us achieve a variety of different improvements to reduce waste, streamline costs and efficiencies, and to enable investments in innovation and growth; however, we are constantly seeking to expand and accelerate these initiatives to enhance sustainability and generate savings which can be re-invested to fuel growth.

• Driving Cost and Operational Efficiency: We plan to continue to increase our cost and operational efficiency. Our pipeline of operational initiatives includes automation projects, procurement programs that leverage our scale, and expanding capacity to leverage third parties to increase proximity to key markets and reduce miles driven. We have successfully been able to significantly offset cost inflation in our business through these types of initiatives, which has afforded us the resources to invest in new high growth businesses and products. We strive to achieve productivity improvements with these and other initiatives and programs.

• Resource Use Reduction: In 2020, we achieved our goal of increasing the amount of renewable energy powering our plants. We have cut our Scope 1 and 2 greenhouse gas emissions by 11,000 metric tons of CO2e since 2018. We have achieved our Scope 1 and 2 greenhouse gas emissions goal ahead of our 2022 target by working closely with the electricity companies in both New York and Idaho to obtain cost competitive renewable electricity supplies available in each region, and by creating efficiencies in logistics. In addition, we continue to actively review new opportunities for additional cost competitive renewable electricity sources.

• Sustainable Packaging: In 2020, we achieved a goal set in 2018 for 50% of our product packaging to be either recyclable, compostable, biodegradable or made with recycled content. We have partnered with companies such as Tetra Pak on sustainable packaging for our Chobani Oat Milk, Chobani Coffee Creamers and ready-to-drink Chobani Coffee products. Over the years, we have also made many subtle changes to our packaging that we believe are environmentally and socially responsible, including redesigning our yogurt cup to be made with less plastic, integrating recycled fiber into our packaging overwraps, utilizing widely recyclable materials in our shipping packaging, and partnering with the Sustainable Packaging Coalition and the How 2 Recycle programs to help educate consumers on how to recycle our packaging.

We will continue to leverage initiatives like these to support our mission and also drive sustainable efficiency in our business. These initiatives have been good for both our financial and social bottom line. Our focus on these environmentally sustainable initiatives also serves to strengthen our brand which in turn drives our ability to spread awareness and adoption of our products.

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Build Out New Geographies Beyond the U.S.

While our focus has been primarily in domestic markets to date, we have successfully established a leadership position in Australia and have extended our presence in North America into Mexico and Canada, where we believe there is significant runway to expand our offerings. In Mexico, Chobani has recently expanded to 39 SKUs across yogurt and oat milk. In Canada, we launched plant-based products (due to restrictive dairy import guidelines in Canada) one year ago and now have seven SKUs across oat yogurt and oat milk. Incremental international expansion is a large opportunity and can be a meaningful growth driver across our entire product portfolio over the longer term. In the near term, we expect to focus on North America and Australia – markets we know well and where we have competitive advantages.

Continue to Advance Our Mission and Benefit Our Communities and Environment to Help Create Value for Internal and External Stakeholders

Our effort to create a new kind of company that does well by doing good formed the basis for our identity. As a result, we have always operated in a people- and employee-first manner that we believe is socially and environmentally responsible. Unlike other businesses who are only recently trying to retroactively build values-based frameworks like ours, these values are strongly associated with our brand and products and actually drive customer and consumer adoption and trust. As we continue to pursue our mission and act in accordance with our values, we will strive to create value and growth for internal and external stakeholders, including our employees, consumers, farmers, suppliers, other partners, communities and the environment.

Chobani has established a sustainability program with initiatives tied to the UN Sustainable Development Goals that address carbon emissions, water usage, sustainable farming, and other important environmental concerns. Additionally, our new platform of oat-based products utilize oats, which require less water to produce than many other crops and have the potential to help regenerate soil health, an important practice in agricultural sustainability. Chobani also pioneered and received the first ever and only Fair Trade Dairy certification in the United States for its yogurt products, which is designed to protect and empower dairy workers and provide meaningful premiums to benefit farmers and farm workers alike.

Further, our proven purpose-led initiatives, such as Fill Their Plate, an initiative to end child hunger, have been very successful and have enabled us to establish ourselves as a leader in addressing food and nutrition insecurity while creating a brand that is synonymous with sustainability, health and accessibility. With this focus we are able to innovate and create products with our broader mission in mind. According to Nielsen, 73% of consumers globally said they would change their consumption habits to reduce their impact on the environment. We believe our mission-oriented approach to business will continue to drive sustainable growth as it will cater heavily to the broad array of values-focused and health conscious consumers.

People-First Vision

We are driven to provide good food for all while improving the communities we impact. We believe the strength and well-being of our workforce are vital to the success of our business and the execution of our mission. As a result, our human capital strategies are material to our operations and critical to the long-term success of our company.

• Diversity & Inclusion in Leadership and Practices. All Chobani managers, including the Executive Leadership Team, are evaluated each year on multiple leadership attributes including their commitment to diversity and inclusion. Half of the members of our Executive Leadership Team (ELT) identify as women. We remain one of the “Best Places to Work for

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LGBTQ Equality,” according to the Human Rights Campaign’s (HRC) Corporate Equality Index. Our Diversity & Inclusion Leadership Taskforce is led by our President and Chief Operating Officer, Chief People and Culture Officer, Chief Commercial Officer, Chief Supply Chain Officer and Diversity and Inclusion Director and includes employees from across our organization. Our onsite people teams and local diversity and inclusion councils provide employees at our plants, field and office locations with internal employee education, engagement and awareness initiatives designed to create a welcoming and inclusive workplace environment, to include mandatory company-wide Respect in the Workplace training and special events which reinforce our values.

• Diversity & Inclusion in Recruitment and Hiring. In 2017, our executive team launched an initiative designed to improve the representation of women and people of color in director-level and above roles. As part of this initiative, we seek to maintain the representation of women and people of color in any external candidate search for executive, director-level or manager-level positions.

• Hiring Refugees and Immigrants. Hamdi is a proud immigrant who values the creation of a collaborative and inclusive workplace. Our employees represent a broad spectrum of diverse backgrounds and cultures. We support our diverse employee population with special initiatives and programs at our plants, such as on-site English as a second language classes and naturalization services. Chobani is also a founding member of the Tent Foundation Alliance, an initiative of the Tent Foundation, a non-profit organization committed to mobilizing global businesses to include refugees in their workforce.

• Equitable Compensation, Benefits and Internal Engagement. We conduct annual pay equity analysis with the support of a third-party to ensure similar job levels be paid fairly based on justifiable and objective compensation metrics, such as role, tenure and performance—and not on discriminatory factors, like gender, race, ethnicity or other personal characteristics. The results demonstrate pay equity throughout our ranks.

• Hourly Pay and Company-Wide Benefits. Our employee benefits provide minimum hourly wages of at least $15.00 per hour. The average hourly wage among employees is approximately $19.00 per hour, which is more than double the federal minimum wage of $7.25 per hour. Hourly employees also qualify for special incremental bonuses, paid parental leave for foster, adoptive and birth parents, as well as other competitive healthcare benefits and unique total rewards offerings that are central to our culture.

• Employee Rewards. Taking care of our employees is an investment. As a result, we established the Employee Rewards program in 2016. Through this program every full-time employee is eligible to receive awards, representing a stake in our future value and fostering internal motivation and driving top-quality performance.

• Employee Engagement and Culture Building. We deeply value our employees’ inputs and insights and, at least once a year, we conduct employee engagement surveys to help us better understand how to continuously improve the Chobani employee experience. We reinforce our company culture through periodic town halls and shift meetings at our manufacturing plants with management, community service events, training programs and leadership development opportunities across locations.

• Community and Social Impact. Much of our purpose-driven work in communities nationwide is focused on improving nutrition, improving accessibility to delicious and nutritious food and eliminating hunger. Our efforts include continued monetary and product donations to local and national food advocacy organizations, school districts, colleges, military families and food banks. Since 2019, we have partnered with Feeding America, Food Research & Action Center (FRAC) to advance national policies to enhance and expand child nutrition programs. We are

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also proud of the direct impact our operations have had in New York and Idaho over the years, including creating employment opportunities for local residents, contributing to low levels of unemployment and supporting economic mobility.

• Chobani Incubator. We assist early stage, purpose-driven food and beverage product companies to challenge the food industry, improve broken systems, and make a difference in the lives of consumers. Our program offerings have included mentorship programs, classes and workshops in manufacturing, production, finance, fundraising, branding, marketing and sales.

• Support for Farms and Farm Workers. In 2021, we launched the first-ever Fair Trade Certified product for dairy which utilizes the first-ever Fair Trade dairy standards—standards we co-created with Fair Trade, our farmers and farm workers. Launch was a groundbreaking moment in our long-standing mission to support the farmers and producers behind our dairy products. We brought this certification to life in partnership with a leading third-party certifier of Fair Trade products in North America following the creation of our Milk Matters program in 2019 to improve the economic, environmental and social impacts throughout Chobani’s milk supply chain.

• Our People-First, Community Response to the COVID-19 Global Pandemic. The COVID-19 global pandemic impacted many of our near-term business decisions, yet we continued to innovate while maintaining our core principles. We intensified our commitment to the health and safety of our employees and shifted our philanthropic and policy focus as we saw underserved-communities disproportionately harder hit. Chobani gave back—internally and externally—prioritizing our employees’ safety and in our responses to the dramatic increase in food insecurity in our communities.

Public Benefit Corporation Status

In line with our mission to create delicious, natural, nutritious food that is accessible for all people while supporting our communities and our environment, we have elected to be treated as a public benefit corporation under Delaware law.

Under Delaware law, a public benefit corporation is required to identify in its certificate of incorporation the public benefit or public benefits it will promote and its directors have a duty to manage the affairs of the corporation in a manner that balances the pecuniary interests of the corporation’s stockholders, the best interests of those materially affected by the corporation’s conduct and the specific public benefit or public benefits identified in the public benefit corporation’s certificate of incorporation. Public benefit corporations organized in Delaware are also required to assess their benefit performance internally and to disclose to stockholders at least biennially a report detailing their success in meeting their benefit objectives.

As provided in our certificate of incorporation, we will promote the public benefit of forging an enduring business that has a positive impact on people and the planet by:

• Consumers: Creating delicious, natural, nutritious products that are widely accessible to consumers;

• Employees: Providing a safe, supportive, inclusive work environment;

• Communities: Supporting positive social and economic impact in the communities in which we live and work; and

• Environment: Working to be good stewards of natural resources and responsible citizens of the planet.

See “Risk Factors—Risks Related to Our Status as a Public Benefit Corporation” and “Description of Capital Stock—Provisions of Our Amended and Restated Certificate of Incorporation

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and Our Amended and Restated Bylaws to be Adopted and Delaware Law That May Have an Anti-Takeover Effect—Public Benefit Corporation Status” for additional information.

Our Platform

Manufacturing

We own and operate three manufacturing facilities, with the capacity to produce over two billion pounds of products per year. Our state-of-the-art Twin Falls, Idaho facility has 17 production lines, which following our planned capacity expansion, is expected to increase to 22 production lines. We also advance product innovation and employee and community well-being at our Twin Falls facility’s Innovation and Community Center. Our original facility, located in New Berlin, New York has 12 production lines. Our Australian facility, located in Melbourne has eight production lines. We opportunistically work with co-manufacturers to support production capacity, accelerate production speed and reduce in-house production costs. We expect continued investment in our existing manufacturing facilities and the exploration of new production resources and opportunities will assist us in maintaining and improving our effective production platform.

We are working towards employing more renewable energy sources in production, responsibly managing our water consumption and returning water to our local communities, and minimizing our environmental impact by pursuing zero waste to landfill operations. In Idaho, we installed a reverse osmosis system to recover and recycle water strained from our yogurt during production and continue to explore cutting edge technology in water conservation. We take climate change risk seriously. We achieved our Scope 1 and 2 greenhouse gas emissions goals targeted for 2022 early by working closely with the electricity companies in both New York and Idaho to utilize cost competitive renewable electricity supplies available in each region. We continue to actively review new opportunities for additional cost competitive renewable electricity sources. We are investing resources to help our plant in New Berlin, New York achieve industry-certification as Zero Waste to Landfill. The team at this plant developed a detailed working plan to eliminate or divert at least 90% of solid waste generated by the plant from area landfills. Based on an extensive research project, contracts are being established with key vendors to take the waste generated by the plant and divert it to alternative, beneficial uses including waste to energy projects and new recycling options for plastics and paper. Our waste reduction experience in New York will inform the process for similar projects planned in Idaho and Australia.

Supply Chain

We are focused on delivering healthy, high-quality food to more people. To accomplish this goal, we maintain high standards for each component of our supply chain and established critical control points throughout our entire supply chain from ingredient sourcing to food production. These touch points include robust production and safety preventive controls at numerous points in our supply chain designed to ensure the safety and quality of our products.

Ingredients

We make our delicious yogurt, Chobani Oat, Chobani Coffee Creamers, ready-to-drink Chobani Coffee and Chobani Probiotic products by taking a back-to-basics approach that captures our innovation philosophy: crafting wholesome products using simple ingredients. Our dairy products are made from only natural ingredients with no artificial preservatives, are high in protein, are produced with live and active cultures, including probiotics supporting digestive health, and are only made with milk from cows not treated with artificial growth hormones such as rBST. We also require non-GMO ingredients attested by suppliers for all of our yogurt products. Subsequently, we test our ingredients with third-party experts to verify all ingredients are non-GMO and all products labeled as gluten-free

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meet such claim. This practice ensures the quality of our ingredients and increases transparency in labeling. Our non-dairy products are made from quality ingredients with no artificial preservatives, using non-dairy substitutes made from oats and coconuts. Our oat-based products are made from gluten-free oats, without dairy or lactose and our dairy Chobani Coffee Creamers are produced with real cream and natural flavors and ingredients.

Raw milk is one of the primary raw materials we use to produce our products. The price of raw milk is a combination of the regional market price plus a contracted rate covering supplier costs and producer premiums. The market price for raw milk varies according to the region where it is sourced and end use of the milk. The U.S. federal government establishes minimum prices for raw milk purchased in federally regulated areas. Such minimum prices vary depending on market conditions and the type of product manufactured with the milk. In our case, milk is procured locally for the production facilities located in New York and Idaho, and each market works differently. New York is part of a federally regulated area where milk price is based on the market prices of butter and nonfat dry milk (also known as skim milk powder). In New York, producers of yogurt and ice cream are required to pay the Class II price for raw milk. Idaho is not a federally regulated milk pricing market. Idaho milk price is driven by producers of cheese and generally follows a Class III published price, but it is not required by regulation. Cream is a valuable by-product of Greek yogurt production, and we sell cream based on the Chicago Mercantile Exchange Butter price.

We seek to adhere to rigorous standards in determining and sustaining the quality and safety of our raw milk. Currently, we receive up to five million pounds of fresh milk from local farms in New York and Idaho daily. The majority of our milk for our facilities in Twin Falls, Idaho and New Berlin, New York is supplied by DFA. The majority of our milk for our facilities in Melbourne, Australia, is supplied by MPD Dairy Products, one of the largest suppliers of dairy ingredients to the Australian industrial market. We do not engage in any cattle farming operations and source 100% of the milk used to make our products from third-party vendors, who certify that the dairy provided meets our specifications, including that the product is sourced from cows not treated with artificial growth hormones. Our agreements with our farmers, suppliers, and co-manufacturers contain quality standards and we periodically audit compliance with those standards. For example, every load of raw milk is tested for residual antibiotics and quality attributes prior to introduction into our manufacturing facilities. Recently, we partnered with Fair Trade USA to launch a first-of-its-kind Fair Trade certification program for dairy. This dairy standard and certification is designed to support product traceability, supply chain transparency, safe and non-discriminatory work conditions for employees and internal compliance systems. As of June 26, 2021, all of our 32 oz. Greek yogurt products in the United States are Fair Trade certified, representing approximately 20% of our milk purchases. As a proud member of the New York State Grown & Certified and Idaho Preferred programs, we are committed to adhering to local food safety and environmental sustainability standards and regulations, sourcing the freshest milk possible from more than 800 farmers from local communities and the reduction of our carbon footprint.

Packaging

We obtain our packaging materials from suppliers around the world. Packaging prices are influenced by supply and demand at the global and regional levels, economic cycles, production capacities, and oil prices. All of our raw and packaging materials are purchased based upon requirements designed to meet our specifications for food quality and safety and to comply with applicable U.S. and international regulations. We buy various packaging types to safeguard the quality and freshness of our products. Our primary packaging materials include resin, film, cartons, foils and corrugated cardboard. Each of our representative packaging components is tested by our packaging engineering team and each representative product is also subjected to shelf life testing in our facilities and third-party laboratories. Our packaging is designed to maintain and maximize customer appeal and shelf recognition, and we offer a wide range of packaging sizes to meet consumer needs. Our finished

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goods are tested prior to release for sale to ensure compliance with applicable regulatory requirements, specifications, and our standards. In addition, random samples of our finished goods are also sent regularly to a third-party laboratory for verification testing.

We continue to invest in new innovations that support our sustainable packaging goals. In 2020, we achieved a goal set in 2018 for 50% of our product packaging to be either fully recyclable, compostable, biodegradable or made with recycled content. We have partnered with companies such as Tetra Pak on sustainable packaging for our Oat Milk Creamers, Chobani Coffee Creamers and ready-to-drink Chobani Coffee. Additionally, over the years, we have made many subtle changes to our packaging to improve sustainability including, redesigning our yogurt cup to be produced with less plastic and to use widely recyclable materials in our product overwrap and corrugate boxes.

In 2019, we joined the Sustainable Packaging Coalition’s How2Recycle label program, a U.S. and Canada-based standardized labeling system that helps reduce consumer confusion about how to recycle single-use packaged products with a clear, concise, harmonized label. How2Recycle completes an assessment of the recyclability of our product packaging and provides us with instructional labels for such products to facilitate the safe and environmentally friendly disposal of used products by consumers. We believe our participation in this program is another meaningful stride toward achieving a more sustainable food system through collaboration with our consumers.

We believe these strategies have the potential to reduce adverse environmental impacts by reducing the use of virgin materials, while supporting a circular economy.

Product Innovation

Our research and development team draws on resources from various departments and focuses on new product development and innovation, product-quality improvements, productivity, and regulatory compliance for our products. This team includes professional product developers, nutritionists, food scientists, chefs and chemists, who endeavor to develop products that meet rapidly changing consumer needs. A team of dedicated microbiologists, molecular biologists and biochemists at our Chobani Labs facility in New Jersey also drives product innovation. We believe that we have significantly improved our capabilities in this area in recent years.

Our research and development team’s activities are critical to the effectiveness of our new product innovation process–from ideation through development and commercialization to market introduction. In 2019, we opened a 71,000 square foot Innovation and Community Center at our Twin Falls, Idaho manufacturing facility that houses our research and development team, in addition to providing employees with a gym, cafeteria and lounge areas. We believe our innovation capabilities, combined with our investments in consumer-focused market research, will position us to continue our track record of successful new product launches and portfolio expansion. Recent examples of successful product innovation include Chobani Oat and Coffee Creamers.

Our innovations are consumer-informed through our use of focus groups, “shop alongs,” robust quantitative surveys, and studies on current trends. This approach enables us to conduct effective consumer testing of new products, provides us with opportunities to develop product prototypes and generate informed marketing strategies with direct consumer input. These efforts allow us to take advantage of various macro trends at the forefront of consumer consciousness. We expect to leverage our proven capability to disrupt and re-invigorate large, existing categories by introducing products that are delicious, nutritious, natural and accessible to consumers.

Marketing and Advertising

Our marketing and advertising efforts are driven by investment in traditional media, social and digital advertising, experiential consumer programs, and events, public relations and other programs

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designed to promote awareness of the Chobani brand and our products and their health benefits, and encourage consumer product trial across our platform. Over the past several years, we have made significant investments in our marketing team. In 2016, we transitioned to the creation of our in-house creative agency from outsourcing the services of a traditional external advertising agency. Our in-house creative agency is supported by core marketing investment, marketing and communications strategy, copywriting and art direction teams. We have successfully expanded our agency focus from branding and packaging to the creation, planning and execution of all of our advertising and branding initiatives, including national campaigns across traditional media, digital media, and various social media channels. Our in-house creative agency has grown into a nationally-recognized, award-winning agency that was recognized by Ad Age, a global media brand, as In-House Agency of the Year in 2019. In March 2021, we launched a fully integrated national campaign designed to educate consumers about our diverse product platforms, including Chobani Oat, Chobani Coffee Creamers and ready-to-drink Chobani Coffee, in addition to our established Greek yogurt offerings. We intend to continue to focus our marketing efforts on our existing and emerging platforms to drive consumer awareness and trial of our products.

Sales Force

Our relationships with our customers and sales channels are critical to ensuring the distribution, shelf space, and promotion of our products to consumers. To support these relationships, we have made significant investments in our sales force, growing the team from approximately 38 full-time employees in December 2017 to approximately 180 as of May 2021, including dedicated teams located in Chobani sales offices near the headquarters of our leading customers. A dedicated Chobani retail execution team of more than 100 people are tasked with merchandising and stocking our products, animating the shelf and driving incremental sales at the store level. As a result, our sales coverage, resources, and focus on major accounts and channels has meaningfully increased. Our Demand and Commercial Team strives to cultivate strong, collaborative relationships with customers that facilitate favorable shelf placement for our products, desirable promotional positioning, and the acceptance of new items. We believe this approach distinguishes us from our competition with retailers, when combined with our marketing capabilities and brand recognition, has contributed to our continued growth, share gains and distribution gains over the last several years. Since 2017, our total distribution points have grown by 9%, while total U.S. refrigerated yogurt distribution points have declined by 5% over the same period. We partner with third-party logistics provider, United States Cold Storage, Inc., to increase our distribution footprint and enhance our ability to service our domestic customers. United States Cold Storage, Inc. helps us serve our customers more efficiently by allowing us to maintain refrigerated yogurt inventory closer to our customers. We have maintained consistently high service levels to our customers, including an average 97.8% fill rate during 2020.

Customers and Distribution Channels

Our products are sold to consumers through grocery stores, mass retailers, club stores, drug stores, convenience stores, value stores and online, primarily in the United States. We also manufacture and sell our products in Australia, and sell our products into Canada and Mexico and other export markets. Our sales are driven by a diverse mix of customers in the following channels:

• Grocery: Our customers include large national chains, regional natural chains and independent grocers and natural foods cooperatives.

• Mass Merchandiser/Club: Our customers include large national and regional mass merchandisers and club store chains.

• Food service: In addition to our primary retail channels, we have a significant presence in food service through the sale of our products to select food service outlets, including quick service

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restaurants, school systems and vending companies. Due to shifting consumer preferences, school and business closures and other impacts of the COVID-19 pandemic, we experienced decreased demand from food service customers in 2020.

• Convenience/Drug Stores: Our customers include convenience stores, drug stores and value stores, many of which we reach through distributors. We anticipate our recent pilot distribution partnership with PepsiCo Inc. to broaden distribution into high-growth but underpenetrated channels like convenience and drug stores and colleges.

• E-commerce: We believe there are significant opportunities to sell our products through e-commerce platforms and retailers to meet the increasing demand of consumers who shop online. We invest in developing our digital capabilities and explore opportunities with e-retailers and other partners to reach more consumers through the internet and other digital media.

• Export: In addition to our local markets in the United States and Australia, we sell our products to customers in select export markets around the world.

Competition

We believe we occupy a differentiated position in the competitive landscape as a high-quality, accessible, people-first, innovation-forward and disruptive food company. We also maintain key production and execution capabilities in-house, including sales, product innovation, production, in-store merchandising and marketing. This allows us to control our brand identity, values, product quality and consistency, speed-to-market and customer relationships.

Additionally, we utilize a branded house approach whereby we use a single brand across all categories in which we compete. We believe that the Chobani brand is highly differentiated and resonates with the modern consumer in terms of quality as well as social and environmental practices. Our competitors vary by product, category, size and reach, and include branded and private label businesses that operate on a regional, national or international scale.

Our primary competitors in the yogurt category include legacy consumer products companies, such as Danone and General Mills, Inc., as well as smaller, specialty manufacturers such as Fage International, S.A. As we have expanded into new categories, our competitive set has broadened. In the oat milk category, our direct competitors are Planet Oat, Oatly, and Oat Yeah! and in the dairy creamer segment, our competitors include Nestlé, Danone and private label manufacturers.

Competitive factors in our industry include product quality and taste, brand recognition and loyalty, product and flavor variety, ingredients, the ability to identify and satisfy consumer preferences, product innovation, packaging and design, access to retailer shelf space, reputation, price, advertising, promotion, and nutritional claims. We view our competitive differentiation to be high across all these areas in each of our segments.

Trademarks and Other Intellectual Property

Our ability to execute our business plan and meet our growth objectives depends on our ability to build brand recognition and awareness using our trademarks, brand names, trade dress, name and logos. We believe that brand awareness is a vital component in a consumer’s decision to purchase one product over another in a highly competitive consumer products industry. Product innovation is essential to growing our competitive position in existing and new product categories. We rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality procedures and contractual protections to support our innovation efforts and safeguard our intellectual property rights. We maintain rights in our registered trademarks, brand names, and trade dress for the products

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referred to herein in the United States, Australia, and Mexico, and dozens of other foreign countries. We intend to keep these filings current and seek protection for new intellectual property, including patents, to the extent consistent with our business needs. We also maintain registered and unregistered copyrights in our artwork and package designs. We maintain registrations for our Chobani brand in the United States and in a number of foreign countries, and we also maintain rights in our other trademarks and service marks for all products and services that are offered in connection with those brands. Despite our efforts and protections, it may be possible for unauthorized parties to copy, obtain or otherwise gain access to or use certain portions of our proprietary technology or trademarks. We have and will continue to protect any intellectual property created by us.

Government Regulation

Along with our ingredients and packaging suppliers, brokers, distributors, and co-manufacturers, we are subject to extensive laws and regulations in the United States by federal, state and local governmental authorities. In the United States, the federal agencies governing the manufacture, distribution, packaging, and advertising of our products include, among others, the FTC, the FDA, the U.S. Environmental Protection Agency and OSHA and similar state and local agencies. Under various statutes, these agencies prescribe the requirements and establish the standards for quality and safety and regulate our marketing and advertising to consumers. This comprehensive regulatory framework governs the manufacture (including composition and ingredients), labeling, packaging, and safety of food in the United States. The FDA:

• Regulates holding, distribution, and manufacturing practices for food ingredients and foods through its current good manufacturing practices regulations and periodically inspects manufacturing facilities to audit compliance;

• Specifies the standards of identity for certain foods, including many of the products we sell; and

• Prescribes the format and content of certain information to appear on food product labels.

Under the FDA Food Safety Modernization Act (the “FSMA”), we are required to establish and maintain comprehensive, prevention-based controls across the food supply chain that are both verified and validated. Our processing and distribution facilities must be registered with the FDA biennially and are subject to periodic government agency inspections. Our food safety and quality management systems are designed to ensure customer satisfaction using specific programs and controls to maintain consistent food safety as well as product attributes, such as taste, texture, and appearance. Our co-manufacturers manufacture our products in FDA-registered facilities. Our quality control measures are designed to maintain sanitary facilities and appropriate employee hygiene and rigorously vet new suppliers, raw food ingredients, and packaging materials. Our products are manufactured under a validated Hazard Analysis and Critical Control Point (“HACCP”) plan, which includes a risk assessment on all ingredients. Based on our practices and processes, our Australian business is compliant with all applicable rules and regulations, including rules and regulations enacted by Dairy Food Safety Victoria and the Dairy Act 2000.

We are subject to various labeling requirements with respect to our products at the federal, state, and local levels and the countries in which we operate. At the federal level, the FDA has authority to enforce product labeling and the FTC may evaluate labeling and advertising materials, including product packaging and online and television advertisements to determine if advertising materials are misleading. We believe we are in material compliance with all labeling laws and regulations applicable to our business.

The Product Safety and Current Good Manufacturing Practices, Hazard Analysis, and Risk Based Preventive Controls (“HARPC”) requirements for human food and animal food revised the FDA’s food

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safety regulations, updating, and revising certain requirements in the existing current good manufacturing practices regulations, requiring the establishment and implementation of a food safety system that includes an analysis of hazards and risk-based preventive controls and sets requirements for a written food safety plan and adding new requirements for a risk-based end-to-end supply chain program. For Grade A producers of dairy, like us, FSMA compliance is required, including with respect to the new good manufacturing practices and HARPC regulations. We are in compliance with all applicable provisions of the FSMA and remain committed to FSMA compliance on an ongoing basis. In some respects, our continued compliance is dependent upon cooperation from our third-party suppliers’ ability to comply with the regulations. As a result, we monitor and audit our suppliers to manage compliance across or supply chain.

We are also subject to labor and employment laws, laws governing advertising, privacy laws, safety regulations, and other laws, including consumer protection regulations that regulate retailers or govern the promotion and sale of merchandise. Our operations and those of our co-manufacturers, distributors, and suppliers, also are subject to various laws and regulations relating to environmental protection and worker health and safety matters, which require in part controls on and permits and registrations for air emissions, wastewater discharges, storage, handling, and disposal of hazardous materials, including ammonia, which is used in our refrigeration systems, generation, and disposal of wastes, and remediation of soil and groundwater contamination. Under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and similar state laws, liability, including for costs of investigation and remediation, may be imposed on hazardous substance generators, current and former site owners or operators, transporters and others, such as those who arranged for disposal of wastes, regardless of fault or the legality of the original disposal activity. Liability under these laws can be joint and several. Accordingly, we may be liable under CERCLA or similar state laws for the cleanup of contamination and natural resources damages at sites we or our predecessors currently or formerly own, lease, or operate or third-party sites to which we have sent waste for disposal. In addition, current owners or operators of such contaminated sites may seek to recover cleanup costs from us based on past operations or contractual indemnifications. Failure to comply with environmental laws and regulations could have serious consequences for us, including civil or administrative penalties, claims for property damage, personal injury, and damage to natural resources, the denial or revocation of permits necessary for our operations, the issuance of injunctions to limit or cease operations, and negative publicity. In general, environmental laws and regulations have become increasingly stringent over time. As a result of possible new environmental requirements, increasingly strict interpretation or enforcement thereof, or other unforeseen events, we may have to incur additional expenses in order to comply with such environmental rules and regulations, which may adversely affect our available resources for capital expenditures and other purposes. Compliance with existing or new environmental rules and regulations may increase our costs and expenses, and, as a result, reduce our profit.

Comparable agencies exist and laws in foreign countries and foreign sales of our products will be subject to regulation by such agencies. Many countries have laws regulating the production, sale, distribution, labeling or use of dairy and other food products, and we may have to obtain approvals from regulatory authorities in countries in which we propose to sell our products. We generally rely on in-country experts to assist us with or to perform international regulatory applications.

Insurance

We maintain general liability and product liability, property insurance (including business interruption), workers’ compensation, cyber liability, director and officer liability, and other insurance from solvent insurance carriers in amounts and on terms and conditions that we believe are reasonable and customary for similarly situated companies. In addition, we maintain excess insurance where we reasonably believe it is cost-effective. We cannot predict whether this insurance will be adequate to cover all potential hazards incidental to our business.

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Legal Proceedings

We are currently involved, and may in the future be involved in, various legal proceedings that arise in the ordinary course of business. We do not believe that the ultimate resolution of any current action will have a material adverse effect on our financial position, results of operations, liquidity, or capital resources. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, and results of operations. The results of any current or future litigation cannot be predicted with certainty and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

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MANAGEMENT

The following table sets forth certain information, as of the date of this filing, regarding the individuals who we expect to serve as our executive officers and directors following the completion of this offering.

Name	Age		Position
Hamdi Ulukaya		49	Founder, Chief Executive Officer and Chairperson
Jody Macedonio		61	Chief Financial Officer
Peter McGuinness		52	President and Chief Operating Officer
Kathy Leo		53	Chief Legal Officer, General Counsel and Secretary
Jason Blaisure		49	Chief Supply Chain Officer
Federico Muyshondt		41	Chief Commercial Officer
Grace Zuncic		38	Chief People and Culture Officer
Michelle Brooks		46	Chief Strategy Officer and Treasurer
Marla Beck		51	Director Nominee
Shelley Broader		57	Director Nominee
Christiane Pendarvis		51	Director Nominee
Giovanni (John) Prato, CFA		56	Director Nominee
Claudia Romo Edelman		50	Director Nominee
Jim Walker		66	Director Nominee

Set forth below is biographical information about each of the executive officers, directors and director nominees named in the table above.

Our Executive Officers

Hamdi Ulukaya

Hamdi Ulukaya is the Founder, Chairperson and CEO of Chobani, LLC. Raised in eastern Turkey, Mr. Ulukaya founded Chobani, LLC in 2005 (incorporated as Agro-Farma, Inc. in 2004) and launched Chobani in 2007 with the mission of making better food more accessible. In less than five years, Mr. Ulukaya was named Ernst & Young LLP’s Entrepreneur of the Year as Chobani became the No. 1 selling Greek Yogurt brand in the United States. A devoted philanthropist, Mr. Ulukaya signed the Giving Pledge and founded the Tent Foundation in 2016 to help end the global refugee crisis. Mr. Ulukaya serves on the board of La Colombe Torrefaction LLC, the Pathfinder Village and the Tent Foundation. Prior to establishing Chobani, LLC, Mr. Ulukaya founded Euphrates, Inc. in 1997, where he currently serves as Chief Executive Officer and sole director. Mr. Ulukaya brings to the board of directors extensive knowledge of our business and operations.

Jody Macedonio

Since December 2020, Ms. Macedonio has served as our Chief Financial Officer. Ms. Macedonio joined Chobani from Dean Foods, a dairy company, where she served as Chief Financial Officer from 2018 to 2019. Dean Foods subsequently filed for Chapter 11 bankruptcy in November 2019. Prior to her time at Dean Foods, Ms. Macedonio held senior finance roles at Henkel AG, a chemical and consumer goods company, from 2012 to 2018 and PepsiCo from 1999 to 2012. Ms. Macedonio also serves on the board of 4word, a national non-profit organization for professional women.

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Peter McGuinness	Since September 2020, Peter McGuinness has served as our President and Chief Operating Officer. In August 2019, Mr. McGuinness was appointed President of the Company. Mr. McGuinness served as our Chief Marketing and Commercial Officer from 2017 to 2019. Prior to such role, Mr. McGuinness served as our Chief Marketing and Brand Officer from 2013 to 2017. Mr. McGuinness came to Chobani from DDB Chicago, a global advertising agency, where he served as President and CEO from 2011 to 2013. Prior to his time at DDB Chicago, Mr. McGuinness worked as Chairman & CEO of Gotham Inc., a New York based advertising agency, from 2008 to 2011. He previously held executive roles at Momentum Worldwide and McCann Worldgroup.
Kathy Leo	Since July 2016, Kathy Leo has served as our Chief Legal Officer, General Counsel and Corporate Secretary. In 2017, Ms. Leo also served as the Company’s Interim Chief People Officer. Ms. Leo joined Chobani from Gilt Groupe, an online shopping platform, where she served as Chief Legal Officer and General Counsel from 2010 to 2016 and Chief People Officer from 2012 to 2016. Prior to her time at Gilt Groupe, Ms. Leo worked as Senior Vice President and General Counsel at United Media, a leading information and entertainment company, from 2004 to 2010. Ms. Leo serves on the board of directors of Thinx Inc.
Jason Blaisure	Since August 2020, Jason Blaisure has served as our Chief Supply Chain Officer. From 2016 to 2019, Mr. Blaisure served as the Company’s Vice President of Manufacturing and Engineering Operations. From 2011 to 2015, Mr. Blaisure served successively in the roles of Plant Superintendent, Director of Manufacturing and Plant Director of our New Berlin, New York facility. Mr. Blaisure joined Chobani from Covidien (now Medtronic Minimally Invasive Therapies), a global health care products company and manufacturer of devices, where he served as Production Supervisor from 2010 to 2011.
Federico Muyshondt	Since August 2020, Federico Muyshondt has served as our Chief Commercial Officer. From 2019 to 2020, Mr. Muyshondt served as our Chief Customer Officer. Mr. Muyshondt joined the Company in 2018, serving as Senior Vice President, General Manager of Sales until 2019. Mr. Muyshondt joined Chobani from Danone, a multinational food-products corporation, where he served as Senior Vice President, Sales (East/Kroger Divisions) from 2017 to 2018, Vice President, Sales (East/South/Central Divisions from 2015 to 2017) and Vice President, Commercial Strategy from 2012 to 2014.
Grace Zuncic	Since August 2019, Grace Zuncic has served as our Chief People and Culture Officer. From 2017 to 2019, Ms. Zuncic served as Senior Vice President, People, and from 2012 to 2017 served as Chief of Staff and then Senior Vice President, Corporate Development & Strategy. Ms. Zuncic joined Chobani from

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	Goldman Sachs, a leading global investment bank, where she worked from 2010 to 2012. Prior to her time at Goldman Sachs, Ms. Zuncic worked as Senior Associate at PRTM, a private management consulting firm later acquired by PricewaterhouseCoopers.
Michelle Brooks	Since July 2021, Michelle Brooks has served as our Chief Strategy Officer and Treasurer. Ms. Brooks previously served as our Chief Business Development Officer and Treasurer from December 2020 to July 2021, our Interim Chief Financial Officer from 2019 to 2020 and our Senior Director, Treasurer from 2018 to 2019. Ms. Brooks came to Chobani from Arlon Group, an investment company focused on private food and agriculture companies, where she served as Managing Director from 2017 to 2018 and as Managing Principal from 2010 to 2017.
Our Director Nominees
Marla Beck	Marla Beck will serve as one of our directors upon the completion of this offering. She served as the Chief Executive Officer of Bluemercury, a retailer of beauty products and spa services that she co-founded, from 1999 until July 2021. Bluemercury was acquired by Macy’s, Inc. in March 2015 and operates as a stand-alone business. Prior to 1999, Ms. Beck was a consultant for McKinsey & Company, Inc. Ms. Beck has served on the board of directors of The Children’s Place Inc., a children’s clothing retailer, since 2015. Ms. Beck also serves on the board of directors of the National Retail Federation, the Advisory Board of Harvard Business School’s Rock Center for Entrepreneurship, and the Center for Public Leadership Advisory Board at Harvard’s Kennedy School of Government. Ms. Beck brings to the board of directors her strong background in executive leadership and experience across multiple industries.
Shelley Broader	Shelley Broader will serve as one of our directors upon the completion of this offering. She served as Chief Executive Officer and President of Chico’s FAS, Inc., a fashion retailer, from December 2015 to April 2019. Prior to this, Ms. Broader served at Walmart Inc., a multinational retail company, from 2009 to November 2015 in various executive roles, including most recently as President and Chief Executive Officer of the Walmart Europe, Middle East and Sub-Saharan Africa region. Ms. Broader has been a member of the board of directors of Dutch Bros Inc., a drive-through coffee chain, since August 2021, and of the board of directors of Inspire Medical Systems, Inc., a medical technology company, since October 2020. Ms. Broader previously served on the board of directors of Chico’s FAS, Inc. from December 2015 to April 2019 and Raymond James Financial, Inc. from February 2008 to February 2020. Ms. Broader is a member of the board of directors of the Moffitt Cancer Center’s National Board of Advisors. Ms. Broader brings to the board of directors her strong background of C-suite leadership experience at leading multinational brands.

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Christiane Pendarvis	Christiane Pendarvis will serve as one of our directors upon the completion of this offering. She has served as the Co-President and Chief Merchandising and Design Officer at Techstyle Fashion Group’s Savage X Fenty brand since January 2020. Ms. Pendarvis previously served as Senior Vice President – E-Commerce at FULLBEAUTY Brands, a retail holding company, from April 2018 to January 2020, Vice President – Crowd Source Design and Operations at Minted, an art and design company, from 2015 to 2017, Vice President – Global Product Operations at GAP Inc., a clothing retailer, from 2014 to 2015, and Vice President / General Manager - Men’s at Old Navy, from 2011 to 2014. Prior to joining GAP, Ms. Pendarvis held various positions in merchandising at American Eagle Outfitters, Inc., Victoria’s Secret & Co., and Banana Republic. Ms. Pendarvis sits on the National Retail Federation’s (NRF) Digital Council, the NRF NXT Conference Content Advisory Board, and the Women of Color in Retail board. Ms. Pendarvis brings to the board of directors her strong background in the retail industry and merchandising.
Giovanni (John) Prato, CFA	Giovanni (John) Prato will serve as one of our directors upon the completion of this offering. He is the Deputy Chair of TD Securities, the investment banking division of The TD Bank Financial Group, a role he held since September 2016. Prior to rejoining TD Securities, Inc. in 2016, Mr. Prato served as Consul General of Canada to the United States and Head of Mission of New York City from March 2011 to July 2016. Mr. Prato first joined TD Bank in 1991 and TD Securities in 1996, first in TD Capital Group, the merchant banking arm of TD Securities. Mr. Prato later worked in equity capital markets. Mr. Prato currently serves on the board of Restaurant Brands International, a company listed on both the TSX & NYSE and on the board of La Colombe Torrefaction LLC, a privately-held premium U.S. based coffee company. Since 2017, Mr. Prato has served on the board of directors of FHU US Holdings, LLC, the manager of Chobani Global Holdings, LLC, our predecessor. In addition, he sits on the board of the Foreign Policy Association. Mr. Prato has earned the Chartered Financial Analyst designation. Mr. Prato brings to the board of directors his strong financial background and deep knowledge of our business.
Claudia Romo Edelman	Claudia Romo Edelman will serve as one of our directors upon the completion of this offering. She has served as the Founder and Chief Executive Officer of the We Are All Human Foundation, a New York-based global non-profit organization, since 2017. From 2014 to 2017, Ms. Romo Edelman served as the Chief of Public Advocacy for the United Nations Children’s Fund (UNICEF). From May 2016 to January 2017, she was seconded to the Executive Office of the Secretary General of the United Nations to lead communications for the Special Adviser on the 2030 Agenda for Sustainable Development and Climate Change. Ms. Romo Edelman served as a Special Advisor to the United Nations on International Migration from January 2018 to June 2018. From

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April 2017 to March 2018, Ms. Romo Edelman served as a Special Advisor to UNICEF. Ms. Romo Edelman has also held positions as Head of Marketing at The Global Fund to fight AIDS, TB and Malaria, and as the head of Public Relations at the World Economic Forum. Ms. Romo Edelman has served on the board of directors of Canoo Inc., an electric vehicle manufacturer, since March 2021. Ms. Romo Edelman is part of the Board of the American Latino Museum, the Hispanic Society of America, the Al Dia Foundation and KIND (Kids in Need of Defense). Ms. Romo is the Editor-at-Large of Thrive Latina, part of Arianna Huffington’s Thrive Global platform. Ms. Romo Edelman brings to the board of directors her strong background in global leadership across various industries.

Jim Walker

Jim Walker will serve as one of our directors upon the completion of this offering. He is both the Head of Private Markets at HOOPP, one of our major stockholders, and Managing Partner of HOOPP Capital Partners. Mr. Walker joined HOOPP as Managing Partner of HOOPP Capital Partners in 2013. Since 2018, Mr. Walker has served as chair of the board of directors of Champion Petfoods. He has served on the board of directors of FHU US Holdings, LLC, the manager of Chobani Global Holdings, LLC, our predecessor since 2018. Prior to joining HOOPP, in 2013, Mr. Walker co-founded and was Managing Director of Clearspring Capital LP (previously Callisto Capital), a mid-market Canadian private equity firm. After leaving Clearspring in 2013, Mr. Walker continued to chair and asset manage Spectrum Healthcare, a leading provincial healthcare company. From 1992 to 1998, Mr. Walker was a senior officer (including President and Chief Executive Officer) of Gentra Inc., a leading publicly traded property investment and real estate merchant banking operation, part of the Brookfield group of companies. From 1987 to 1992, Mr. Walker was a partner with the law firm of Fraser & Beatty (now Dentons), specializing in mergers and acquisitions and securities law. Mr. Walker brings to the board of directors his strong background in finance and extensive industry experience.

Family Relationships

No family relationship exists by or among our executive officers and directors.

Director Independence

Upon completion of this offering, we expect our board of directors to be majority independent. The board of directors has determined that each of Marla Beck, Shelley Broader, Giovanni (John) Prato, Christiane Pendarvis, Claudia Romo Edelman and Jim Walker is an “independent director,” as such term is defined by the applicable rules and regulations of Nasdaq. As part of the independence assessment, our board of directors considered Mr. Prato’s affiliation with TD Securities, which provided and provides certain advisory services to us, payments for which did not exceed 1% of TD Securities’ consolidated gross revenues in the past three years, and past service related to Mr. Ulukaya’s trusts for which he received no compensation. Our board of directors also considered payments made to an

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entity which employs Ms. Romo Edelman’s spouse in 2019 and 2018. These payments were made in the ordinary course of business and did not exceed more than 1% of the entity’s consolidated gross revenues. As a result of this review, our board of directors has determined that the transactions described above do not, and would not, interfere with each of Mr. Prato’s and Ms. Romo Edelman’s exercise of independent judgment in carrying out the responsibilities of a director.

Controlled Company Exemption

Following this offering, through his ownership of Class B common stock, Hamdi Ulukaya will directly or indirectly control approximately    % of the voting power of our common stock with respect to director elections (or approximately    % of the voting power with respect to director elections if the underwriters exercise in full their option to purchase additional shares of our Class A common stock). Accordingly, we intend to avail, or preserve the ability to avail, ourselves of the “controlled company” exception available under Nasdaq rules, which eliminates certain requirements, such as the requirements that a company have a majority of independent directors on its board of directors, that compensation of executive officers be determined, or recommended to the board of directors for determination, by a compensation committee composed solely of independent directors, and that director nominees be selected, or recommended for the board of directors’ selection, by a nomination committee composed solely of independent directors. As a controlled company, we will remain subject to rules that require us to have an audit committee composed entirely of independent directors, subject to the “phase-in” rules applicable to newly public companies. Under the “phase in” rules, we must have at least three independent directors on our audit committee within one year of the effectiveness of the registration statement of which this prospectus forms a part.

If at any time we cease to be a controlled company, to the extent that is not already the case, we will take all action necessary to comply with SEC rules and regulations and Nasdaq rules, including by appointing a majority of independent directors to our board of directors and ensuring that we have a compensation committee and a nomination committee, each composed entirely of independent directors, subject to the permitted “phase-in” periods.

Board Composition

Upon the consummation of the offering, our board of directors will consist of seven directors, of which six are expected to be independent. In accordance with our certificate of incorporation and bylaws, the number of directors on our board of directors will be determined from time to time by the board of directors.

Our certificate of incorporation will provide that our board of directors will initially be subject to annual elections. Each director will hold office until the next annual meeting of our stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. During such time, directors may be removed with or without cause, and vacancies, including as a result of newly created directorships on the board of directors, may be filled at any time by the remaining directors.

However, from and after such time when Hamdi Ulukaya ceases own at least 50% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections (which we refer to as the Trigger Date), the board of directors will be divided into three classes of directors, with staggered three-year terms, with the classes to be as nearly equal in number as possible, subject to a seven-year sunset. As a result, approximately one-third of the board of directors will be elected each year. During such time as our board is classified, our certificate of incorporation and bylaws will provide that any director may only be removed for cause and only by the affirmative vote of at least 66 2/3% of the voting power of our outstanding shares of common stock.

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Concurrently with the closing of this offering and the Reorganization, we intend to enter into the Stockholders’ Agreement with FHU US Holdings and HOOPP. Under the Stockholders’ Agreement, among other things, (i) HOOPP will be entitled to designate one director and one observer for so long as HOOPP and its permitted transferees continue to hold at least 25% of the common stock that HOOPP held at the time of this offering and (ii) Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, will be entitled to designate one observer until the Sunset. See “Certain Relationships and Related Party Transactions—Proposed Transactions with Chobani Inc.—Stockholders’ Agreement” for more information.

Role of our Board in Risk Oversight

We face a number of risks, including those described under the section titled “Risk Factors” included elsewhere in this prospectus. Our board of directors believes that risk management is an important part of establishing, updating and executing on our business strategy. Our board of directors, as a whole and at the committee level, has oversight responsibility relating to risks that could affect our corporate strategy, business objectives, compliance, operations and the financial condition and performance. Our board of directors focuses its oversight on the most significant risks facing us and on the processes to identify, prioritize, assess, manage and mitigate those risks. Our board of directors and its committees receive regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our board of directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Board Committees

In connection with the completion of this offering our board of directors will establish an audit committee, a people development and compensation committee, a governance and nominating committee and a sustainability and social responsibility committee. These committees will be governed by their charters that will comply with the Nasdaq rules and that will be available on our website at www.chobani.com in connection with the completion of this offering. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

Audit Committee

The primary responsibilities of our audit committee will be, among other things, to assist our board of directors in its oversight responsibilities regarding the integrity of our financial statements, the independent accountant’s qualifications and independence, and our accounting and financial reporting processes of and the audits of our financial statements. The audit committee will be empowered to retain any advisors as it deems necessary or appropriate to assist it in fulfilling its responsibilities, and to approve the fees and other retention terms of such advisors.

Upon the completion of this offering,                  ,                  and                  are expected to be the members of our audit committee. The board of directors has determined that                 qualifies as an “audit committee financial expert” as such term is defined under the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and that each of                  ,                  and                  is “independent” for purposes of Rule 10A-3 of the Exchange Act and under the listing standards of Nasdaq. Shelley Broader is expected to serve as the chair of the audit committee.

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People Development and Compensation Committee

The primary responsibilities of our people development and compensation committee will be, among other things, to periodically review and approve the compensation and other benefits for executive officers and to review and recommend to our board of directors for approval the form and amount of compensation for our independent directors. This will include reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers, and setting compensation for these officers based on those evaluations.

Upon the completion of this offering,                  ,                  and                  are expected to be the members of our people development and compensation committee. The board of directors has determined that each of                  ,                  and                  is “independent” for purposes of the listing standards of Nasdaq, including the heighted independence standards that apply to the compensation committee members under the Nasdaq rules. As a controlled company, we may rely upon the exemption from the Nasdaq requirement that we have a compensation committee composed entirely of independent directors. Giovanni (John) Prato is expected to serve as the chair of the people development and compensation committee.

Governance and Nominating Committee

Our governance and nominating committee will oversee all aspects of our corporate governance functions. The committee will make recommendations to our board of directors regarding director candidates and assist our board of directors in determining the composition of our board of directors and its committees.

Upon the completion of this offering,                  ,                  and                  are expected to be the members of our governance and nominating committee. The board of directors has determined that each of                  ,                  and                  is “independent” under the listing standards of Nasdaq. As a controlled company, we may rely upon the exemption from the Nasdaq requirement that we have a nominating committee composed entirely of independent directors. Marla Beck is expected to serve as the chair of the governance and nominating committee.

Sustainability and Social Responsibility Committee

Our sustainability and social responsibility committee will review and oversee our strategies, plans and objectives related to sustainability and environmental stewardship, community relations and social responsibility initiatives and our status as a Delaware public benefit corporation.

Upon the completion of this offering,                 ,                  and                  are expected to be the members of our sustainability and social responsibility committee. Jim Walker is expected to serve as the chair of the sustainability and social responsibility committee.

Code of Conduct and Ethics

In connection with this offering, our board of directors intends to adopt a code of conduct and ethics that establishes the standards of ethical conduct applicable to all our directors, officers and employees. The code will address, among other things, conflicts of interest, corporate opportunities and confidentiality requirements. To the extent required under the listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this code of conduct and ethics, or waivers of such provisions, applicable to any of our executive officers or directors, on our website at www.chobani.com. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

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Corporate Governance Guidelines

In connection with the completion of this offering, we intend to adopt corporate governance guidelines, which will serve as a flexible framework within which our board of directors and its committees will operate. A copy of our corporate governance guidelines will be posted on our website at www.chobani.com. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

Compensation Committee Interlocks and Insider Participation

Our people development and compensation committee is expected to be composed of                  ,                  and                  . None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, or CD&A, provides an overview of our executive compensation philosophy, objectives, and design and each element of our executive compensation program with regard to the compensation awarded to, earned by, or paid to our named executive officers (our “NEOs”), during 2020, as well as certain changes we have made to executive compensation since the end of 2020.

For 2020, our NEOs were:

Name	Title
Hamdi Ulukaya	Founder, Chief Executive Officer and Chairperson
Michelle Brooks	Chief Strategy Officer and Treasurer, Former Chief Business Development Officer and Treasurer and Interim Chief Financial Officer and Treasurer(1)
Peter McGuinness	President and Chief Operating Officer
Kathy Leo	Chief Legal Officer, General Counsel and Secretary
Jason Blaisure	Chief Supply Chain Officer

(1) Ms. Brooks served as our principal financial officer through 2020. Ms. Brooks was appointed to Chief Strategy Officer and Treasurer on July 4, 2021 and to Chief Business Development Officer and Treasurer on December 28, 2020.

Principal Objectives of Our Compensation Program for Named Executive Officers

We believe that working at Chobani is more than just a job—we strive to provide our employees with a career journey that fosters development and empowerment-based experience, opportunity, as well as competitive and relevant compensation intended to reward the achievement of Chobani’s short-term and long-term business objectives. Our compensation program, including for our NEOs, is based on three simple tenets:

• Pay Fairly: Ensure similar jobs are paid equitably across the organization, including by conducting annual pay equity analyses, and pay components are easy to understand

• Pay Competitively: Reflect the relevant labor market in pay opportunities for comparable jobs

• Reward and Incentivize Performance: Review compensation annually through the lens of the market, company and individual employee performance

Our executive compensation program is designed to attract, retain and motivate an executive leadership team to drive Chobani’s long-term success, align our executives’ interests with the interests of our equity holders by reinforcing a sense of ownership and incentivize them to embody Chobani’s mission, values and entrepreneurial spirit.

Process for Setting Executive Compensation

Role of our Board of Directors and Management in Compensation Decisions

During 2020, our executive compensation program reflected our operations as a private company. Our executive compensation program was developed based on recommendations of management, in particular our Founder, Chief Executive Officer and Chairperson, our President and Chief Operating Officer and our Chief People and Culture Officer (except with respect to their own compensation) and overseen by the board of directors of FHU US Holdings (referred to as our board of directors in this CD&A). Our board of directors approves the metrics and payout levels for our long-term incentive compensation programs each year, as well as changes to base salary and annual incentive opportunities for our CEO, President and Chief Operating Officer. In addition, our board of

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directors approves the total compensation package of our Founder, Chief Executive and Chairperson and President and Chief Operating Officer. In making decisions regarding the allocation of compensation between short-term and long-term compensation, between cash and non-cash compensation, or among different forms of cash and non-cash compensation, we took into account the views and recommendations of management and our board of directors. The factors that influence such views and recommendations include internal pay equity, the experience and length of service of the executive, retention considerations, relative responsibilities among members of our executive leadership team, individual contributions by the executive, business conditions and relevant market data, within the parameters of our annual budget for compensation adjustments.

In connection with this offering, we have formed a new people development and compensation committee of our board of directors to oversee our executive compensation program going forward. The people development and compensation committee will evaluate the compensation of our executive leadership team against our compensation strategy and philosophy and the competitive landscape.

Use of Compensation Consultants

Prior to 2020, we engaged compensation consultants from time to time to provide market benchmarking and other advisory services to us, although we did not engage any compensation consultants in 2020. In preparation for this offering, we engaged Korn Ferry in March 2021 as a compensation consultant to advise us on executive pay and other compensation matters. Such assistance included establishing a compensation peer group and formal benchmarking process to ensure that our executive compensation program is competitive, aligns executive and equity holder incentives and offers appropriate retention and performance incentives.

Internal Pay Equity

During 2020, we conducted our annual pay equity analysis in connection with our commitment to having our employees in similar job levels paid fairly based on justifiable compensation factors, such as tenure and performance, and not on discriminatory factors, like gender and race. Across all levels, we concluded that employee gender and race do not materially affect pay.

Elements of Compensation

The main components of our executive compensation during 2020 included base salary, an annual cash bonus incentive tied to operational metrics, long-term incentive awards, special cash bonuses, and other benefits and perquisites.

Base Salary

We pay our NEOs a base salary to provide them with a fixed level of compensation commensurate with the executive’s skill, competencies, experience, contributions, and performance, as well as based on a review of market compensation. Base salaries are generally reviewed annually and as needed during the year in connection with promotions, increased responsibilities, or to maintain competitiveness in the market.

The chart below provides the base salary for each of our NEOs as of the end of 2020.

Name	Annual base salary as of December 26, 2020
Hamdi Ulukaya	$	1,500,000
Michelle Brooks(1)	$	275,000
Peter McGuinness(2)	$	875,500
Kathy Leo(2)	$	506,971
Jason Blaisure(2)	$	450,000

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(1) In her position as Interim Chief Financial Officer and Treasurer, Ms. Brooks also received quarterly completion bonuses as described under “—Cash Bonuses.” In connection with her appointment as Chief Business Development Officer and Treasurer, Ms. Brooks entered into a new employment agreement effective as of December 28, 2020, which provided for a base salary of $400,000. In connection with her appointment as Chief Strategy Officer and Treasurer, Ms. Brooks entered into an amendment to her employment agreement effective as of July 4, 2021, which provided for a base salary of $450,000.

(2) Mr. McGuinness, Ms. Leo and Mr. Blaisure received standard merit increases to annual base salary of approximately 3% for each NEO for 2021, effective as of March 28, 2021.

Annual Incentive Plan

Our Annual Incentive Plan (“AIP”) is designed to incentivize all of our salaried employees, including our NEOs, to achieve exceptional performance measured against specified key business and financial metrics. Under our AIP, each NEO may earn from 0% to 150% of a target annual cash bonus. The target annual cash incentive amount, expressed as a percentage of base salary, is set forth in each NEO’s employment agreement or offer letter, as applicable. For 2020, the target annual bonus for each of our NEOs was as follows:

Name	Target Annual Cash Incentive (% of Base Salary)
Hamdi Ulukaya		100	%
Michelle Brooks		50	%
Peter McGuinness		100	%
Kathy Leo		50	%
Jason Blaisure		50	%

In February 2020, our board of directors set company performance goals that formed the basis for earning payouts under the AIP. For each AIP metric, the board of directors set threshold, target, and maximum goals that it believed to be reasonable and reflective of then current business conditions and our business plan and budget for 2020. Our board of directors reserved the right to make adjustments to such goals based on the particular facts and circumstances arising during the fiscal year. It was our board of directors’ view that threshold levels of performance should have a higher probability of achievement and maximum levels should have lower probability of achievement, and that payouts associated with each should serve as significant incentive to employees under the AIP. The following sets forth the metrics, weightings and actual performance and payout for 2020 for the AIP:

Metric	Weighting		Threshold (50% Payout)		Target(1) (100% Payout)		Maximum (150% Payout)		Actual Performance		Weighted Percentage Payout
Consolidated Volume (in millions of lbs)(2)		One-third		707		732		757		754.2		48	%
AIP EBITDA ($ in millions)(3)		One-third	$	190	$	210	$	230	$	180		0	%
Free Cash Flow ($ in millions)(4)		One-third	$	5	$	20	$	35	$	35.5		50	%
Total Percentage Payout												98	%

(1) If performance is between the threshold and target amounts set forth above or between the target and maximum amounts set forth above, the payout percentage is interpolated on a straight-line basis.

(2) For purposes of the AIP, Consolidated Volume, means total pounds of product sold domestically and internationally.

(3) For purposes of the AIP, AIP EBITDA, which is a non-GAAP financial measure, is calculated as net income (loss) before interest expense, income on swap derivative, income tax provision, property taxes, depreciation and amortization, further adjusted to reflect losses on non-recurring charges, employee and consultant benefits, litigation and one-time legal fees, and gain/loss on disposals of plants, property and equipment.

(4) Free Cash Flow, which is a non-GAAP financial measure, is calculated as AIP EBITDA less cash interest expense, other expense, change in working capital and consolidated capital expenditures.

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Following the completion of 2020 and the determination of the Company’s performance in according with the AIP performance metrics, the board of directors utilized its discretion to modestly increase the payout level for the 2020 AIP from 98% to 100% in recognition of the Company’s performance during the COVID-19 pandemic. The table below sets forth the annual cash incentive award paid to each NEO for 2020 under the AIP, which amounts were paid in March 2021:

Name	Annual Cash Incentive Award for 2020
Hamdi Ulukaya	$	1,500,004
Michelle Brooks	$	140,514
Peter McGuinness	$	868,636
Kathy Leo	$	251,500
Jason Blaisure	$	211,329

2021 Annual Incentive Plan Actions

In February 2021, the board of directors approved adding a net revenue performance metric to the AIP for 2021 in order to further incentivize profitable growth of the business. In June 2021, the board of directors adjusted the weighting of the performance metrics as follows: net revenue (weighted 30%), consolidated volume (weighted 30%), AIP EBITDA (weighted 20%), and free cash flow (weighted 20%).

Long-Term Incentive Compensation

As part of our compensation strategy to align pay with company performance, we compensate our executive officers and other senior leadership with both long-term equity incentive compensation and long-term non-equity incentive compensation. Except for Mr. Ulukaya, who does not receive any long-term incentive compensation, the total level of long-term incentive compensation for each NEO is set in consideration of market data and internal pay considerations and is divided between equity and non-equity compensation based on the recommendations of management.

Long-Term Equity Incentive Compensation

Prior to this offering, our equity incentive program for executive officers consisted of grants of Pre-IPO Class B Units of CGH Management Holdings under the 2020 Management Plan and the 2016 Management Plan (the 2016 Management Plan together with the 2020 Management Plan, the “Management Plans”). Pre-IPO Class B Units, which will convert into Class M Units in connection with this offering, are intended to qualify as “profits interests” for U.S. income tax purposes. The purpose of our Management Plans is to advance the interests of the Company and its securityholders by enhancing the Company’s ability to attract and retain senior level employees and to encourage them to positively affect the long-term growth, profitability, and financial success of the Company by providing them with the opportunity to share in the success of the Company. Prior to this offering, FHU US Holdings was the administrator of the Management Plans, and Chobani Global Holdings is expected to continue to serve as the administrator of the Management Plans following this offering. The administrator of each of the Management Plans has full authority in all matters related to the Management Plans and has the authority to delegate those duties to a committee or individual. The Pre-IPO Class B Units do not have voting rights. Awards of Pre-IPO Class B Units under the Management Plans are made to eligible participants upon commencement of, and during the course of, their employment with the Company.

Prior to this offering, there were 42,635,870 Pre-IPO Class B Units authorized for issuance under the Chobani Incentive Plan, representing 12.5% of the fully diluted equity of the Company (assuming

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the issuance of all Pre-IPO Class B Units reserved under the Chobani Incentive Plan). Of Pre-IPO Class B Units authorized for issuance, as of December 26, 2020, there were 15,113,424 Pre-IPO Class B Units issued and outstanding in connection with awards under the 2016 Management Plan (of which 13,872,190 were vested and 1,241,234 were unvested) and 5,966,065 Pre-IPO Class B Units issued and outstanding in connection with awards under the 2020 Management Plan (of which 673,395 were vested and 5,292,670 were unvested), representing, in the aggregate, 6.2% of all common units of the Company.

Following the adoption of the CGH LLC Agreement, the Pre-IPO Class B Units will be reclassified into Class M Units. Subject to certain restrictions, the holders of Class M Units will have the right to exchange their vested Class M Units into a number of shares of Class A common stock (or cash) that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated on a per unit basis based on the excess of (i) the public trading price of Class A common stock at the time of the exchange multiplied by the total number of outstanding shares of Class A common stock at the time of the exchange on a fully diluted basis, over (ii) the applicable Participation Threshold (as defined under “—2016 Management Plan” below) of such Class M Units). Based on the anticipated public offering price of between $            and $            per share and a total of            Class A common shares outstanding immediately following the offering (assuming that the underwriters exercise their option to purchase an additional            shares of our Class A common stock at such time), the value in prong (i) of this calculation would range from $            to $            . For additional information on the applicable Participation Threshold for Pre-IPO Class B Units held by our NEOs as of December 26, 2020, see the “Outstanding Equity Awards at 2020 Fiscal Year-End” table and footnotes that follow below. For additional information on the applicable Participation Threshold for Pre-IPO Class B Units granted to our NEOs since such date, see “—2021 Long-Term Equity Incentive Compensation Actions” below.

Chobani Global Holdings also maintains the 2016 Growth Sharing Plan and the 2020 Value Sharing Plan for non-senior level employees, including Chobani’s frontline employees. Commencing in August 2021, current and prospective non-employee members of the board of directors are also eligible to receive awards under the 2020 Value Sharing Plan. Awards under the 2016 Growth Sharing Plan and the 2020 Value Sharing Plan may be settled in cash or securities. As of December 26, 2020, there were 5,007,095 units issued and outstanding in connection with awards under the 2016 Growth Sharing Plan and 9,347,051 units issued and outstanding in connection with awards under the 2020 Value Sharing Plan, representing, in the aggregate, approximately 4% of the common units of the Company on a fully diluted basis. In August 2021, with respect to those awards with three-year cliff vesting under the 2020 Value Sharing Plan, (i) awards granted to participants with vesting start dates of January 1, 2020 or earlier were amended in connection with the offering such that 66 2/3% of the units held by such participant will be vested as of the pricing date of the offering with the remaining 33 1/3% vesting as set forth in the applicable award notice and (ii) awards granted to participants with vesting start dates of April 1, 2020 through October 1, 2020 were amended in connection with the offering such that 33 1/3% of the units held by such participant will be vested as of the pricing date of the offering with the remaining 66 2/3% vesting as set forth in the applicable award notice. Any units granted under the 2016 Growth Sharing Plan or 2020 Value Sharing Plan that are settled in Pre-IPO Class B Units, as well as Pre-IPO Class B Units granted under the 2016 Management Plan or 2020 Management Plan, decrease the Pre-IPO Class B Units available for issuance under the Chobani Incentive Plan.

2016 Management Plan

CGH Management Holdings maintains the 2016 Management Plan pursuant to which employees, officers, directors, consultants, and other service providers of the Company were previously eligible to receive awards of Pre-IPO Class B Units entitling such participants to receive consideration in excess of a threshold value determined by the administrator (the “Participation Threshold”) subject to specified vesting requirements. The Participation Threshold was set by the administrator at the then-current

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independent third-party valuation of the Company at the time of grant approved by our board of directors. The Pre-IPO Class B Units were subject to performance-based and time-based vesting over a four-year period. Any performance-based vesting units that did not vest in a particular year due to failure to achieve the applicable performance metric were carried forward for two years and eligible to vest in those years subject to achievement of the then-applicable performance metric (the “Carry-Forward Units”). In January 2020, the Company amended the 2016 Management Plan to eliminate the performance-based vesting and Carry Forward Units provisions – see “—2020 Long-Term Equity Incentive Compensation Actions” below. Class B Units granted from Chobani Global Holdings to CGH Management Holdings pursuant to the Chobani Incentive Plan are used for the awards of Pre-IPO Class B Units. As of December 26, 2020, 15,113,424 Pre-IPO Class B Units of CGH Management Holdings were outstanding under the 2016 Management Plan.

The 2016 Management Plan was retired effective as of January 1, 2020, and no awards have been made under the 2016 Management Plan since such date. To the extent any Pre-IPO Class B Units subject to an award fail to vest or are cancelled, terminated, expired, exchanged, or forfeited, such Pre-IPO Class B Units become available for future grants under the 2020 Management Plan. Unless otherwise provided in the equity grant agreement, unvested awards are forfeited upon termination of employment.

No equity awards were granted under the 2016 Management Plan during 2020.

2020 Management Plan

CGH Management Holdings maintains the 2020 Management Plan pursuant to which employees, officers, directors, consultants, and other service providers of the Company are eligible to receive Pre-IPO Class B Units. Class B Units granted by Chobani Global Holdings to CGH Management Holdings pursuant to the Chobani Incentive Plan are used for the award of Pre-IPO Class B Units. The Participation Threshold is set by the administrator at the then-current independent third-party valuation of the Company at the time of grant as approved by our board of directors. The Pre-IPO Class B Units are subject to annual time-based vesting over a four-year period.

Only Pre-IPO Class B Units are used for awards under the 2020 Management Plan. To the extent any Pre-IPO Class B Units subject to an award (either under the 2016 Management Plan or the 2020 Management Plan) fail to vest or are cancelled, terminated, expired, exchanged, or forfeited, such Pre-IPO Class B Units again become available for future grants under the 2020 Management Plan. Unless otherwise provided in the equity grant agreement, unvested awards are forfeited upon termination of employment. As of December 26, 2020, 5,966,065 Pre-IPO Class B Units of CGH Management Holdings were outstanding under the 2020 Management Plan.

2020 Long-Term Equity Incentive Compensation Actions

During 2020, the following NEOs were awarded additional Pre-IPO Class B Units under the 2020 Management Plan. Mr. Ulukaya did not receive any equity incentive awards during 2020.

Name	Pre-IPO Class B Units Granted (#)
Michelle Brooks		48,530
Peter McGuinness		1,422,418
Kathy Leo		205,918
Jason Blaisure		188,261

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In January 2020, the terms of all outstanding Pre-IPO Class B Units held by current employees as of February 15, 2020 were amended as follows:

• The Participation Threshold of all units was modified to reflect the then-current independent third party valuation of Chobani;

• Any Carry-Forward Units that had been carried forward from prior years, but had not yet vested due to failure to achieve certain performance goals in prior years, were fully vested; and

• Outstanding unvested Pre-IPO Class B Units subject to performance-based vesting were converted to time-based vesting units.

These changes were made in order to pass on additional value to employees and better align employee participation with the Company’s future growth. Our board of directors approved each of these actions as being in the best interest of Chobani.

2021 Long-Term Equity Incentive Compensation Actions

In March 2021, Ms. Brooks received a promotion grant of 115,635 Pre-IPO Class B Units with a Participation Threshold of $2.344 billion and Mr. Blaisure received a performance grant of 100,000 Pre-IPO Class B Units with a Participation Threshold of $2.344 billion. In June 2021, Ms. Brooks also received an additional performance grant of 65,000 Pre-IPO Class B Units that vests in equal annual installments over four years from the date of grant, with a participation threshold of $5.23 billion.

In connection with the termination of our Long-Term Cash Incentive Program, as described under “—Long-Term Non-Equity Cash Incentive Compensation” below, in June 2021, Mr. McGuinness received a grant of 155,817 Pre-IPO Class B Units, Ms. Leo received a grant of 22,476 Pre-IPO Class B Units, Mr. Blaisure received a grant of 19,950 Pre-IPO Class B Units, and Ms. Brooks received a grant of 17,217 Pre-IPO Class B Units. Subject to the recipient’s continued employment, all of these units will vest in full on December 31, 2023, and all of the units have a participation threshold of $5.23 billion.

Long-Term Non-Equity Cash Incentive Compensation

Prior to this offering, we also maintained the 2020 Long-Term Cash Incentive Plan (the “LTIP”) pursuant to which senior-level employees of the Company were eligible to earn an award, which entitled the participant to receive cash consideration upon the achievement of company performance goals during the two-year performance period. During 2020, the following NEOs were granted the following award opportunities under the LTIP:

Name	LTIP Grant ($)
Michelle Brooks	$	140,250
Peter McGuinness	$	1,122,000
Kathy Leo	$	162,428
Jason Blaisure	$	132,000

The grants are subject to achievement of company performance goals during the two-year performance period from December 27, 2019 to December 25, 2021 (the 2020 and 2021 fiscal years). The Company performance goals for the LTIP are the same as the goals set for the AIP for 2020 and 2021, and for 2020, were earned at 100% as described under “Annual Incentive Plan” above. However, in order to receive payment for the grant, the NEO must remain employed until the date of payment, which is expected to be in March 2022.

In June 2021, our board of directors approved the discontinuance of this LTIP, replacing it with the equity grants described under “2021 Long-Term Equity Incentive Compensation Actions” above.

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Cash Bonuses

We pay one-time special cash bonuses to our NEOs in order to retain talent and reward exceptional performance. During 2020, the following NEOs earned cash bonuses described below:

Name	Total Cash Bonuses ($)
Michelle Brooks(1)(2)	$	274,000
Peter McGuinness(3)	$	150,000
Kathy Leo(1)	$	10,000
Jason Blaisure(1)(4)	$	60,000

(1) Ms. Brooks, Ms. Leo and Mr. Blaisure were each awarded a $10,000 bonus to reward exceptional leadership and performance during the COVID-19 pandemic.

(2) Under the terms of her employment agreement, Ms. Brooks received quarterly completion bonuses totaling $264,000 for successfully closing four financial quarters in her role as Interim Chief Financial Officer and Treasurer, as described in more detail under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements—Michelle Brooks.”

(3) Under the terms of his employment agreement, Mr. McGuinness received a special, one-time $75,000 bonus payment in recognition of his increased role and responsibilities as Chief Operating Officer and an additional $75,000 bonus based on the Company’s achievement of the goals under the AIP, each as described in more detail under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements—Peter McGuinness.”

(4) Under the terms of his employment agreement, Mr. Blaisure received a performance bonus of $50,000, as described in more detail under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements —Jason Blaisure.”

Other Benefits and Perquisites

Health and Welfare Benefits

Our NEOs are eligible to participate in the general health and welfare plans on the same terms offered to all Chobani employees, including Chobani’s frontline employees.

Retirement Benefits

We have not maintained, and do not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan in which our NEOs participate. All of our NEOs are eligible to participate in our 401(k) plan (a tax-qualified defined contribution plan), which is a broad-based retirement plan in which generally all of our U.S.-based employees can participate. Under the 401(k) plan, we make discretionary matching contributions which, for all employees, including our NEOs, is a 100% match on the first 3% of salary contributed and a 50% match on any additional 2% of salary contributed, for a total of a 4% match subject to certain limits under the Code (as defined herein).

We believe that our retirement programs serve as an important tool to attract and retain our NEOs and other employees. We also believe that offering the ability to create stable retirement benefits encourages our NEOs and other employees to make a long-term commitment to us.

Severance Benefits under Employment Agreements

We have entered into employment agreements or offer letters with each of our NEOs, which are described in more detail under “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” and “—Potential Payments Upon Termination or Change in Control—Employment Agreements” below. The employment agreements provide our NEOs with severance protection, which is designed to be fair and competitive in order to aid in attracting and retaining experienced executives.

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Perquisites

During 2020, we provided our Founder with the following perquisites: (i) vehicle expenses associated with Company cars maintained for Mr. Ulukaya’s use while visiting our manufacturing plants in Twin Falls, Idaho and New Berlin, New York, and (ii) provision of a personal assistant to Mr. Ulukaya, who, in addition to performing services relating to the Company, also provides non-business related services. Other NEOs received more limited perquisites, such as commuting expenses, during 2020, as described in more detail under “—Summary Compensation Table” below.

In addition to these benefits, over the past three fiscal years Mr. Ulukaya also received a monthly housing stipend and payment of other housing expenses and personal car services for himself and his family; however, he has fully reimbursed the Company the cost of the housing stipend and housing and car expenses for 2020. Beginning in 2021, Mr. Ulukaya’s family office was also permitted to use certain Chobani office space, which has no incremental cost to the Company.

Other Matters

Tax and Accounting Implications of Executive Compensation Decisions

Historically, as we have not been publicly traded, we have not previously taken the deductibility limit imposed by Section 162(m) of the Code into consideration in making compensation decisions. However, we expect that following the consummation of this offering, we may authorize compensation payments that exceed the deductibility limitation under Section 162(m) of the Code when we believe that such payments are appropriate to attract and retain executive talent. In addition, assuming Treasury Regulations that were proposed in 2019 take effect, amounts in excess of the $1 million threshold paid pursuant to our existing employment agreements and other arrangements may be nondeductible.

We account for the Pre-IPO Class B Units granted to our NEOs in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), which requires us to estimate the expense of an award over the vesting period applicable to such award.

Risk Assessment

We do not believe that our executive and non-executive compensation programs encourage excessive or unnecessary risk taking, and any risk inherent in our compensation programs is unlikely to have a material adverse effect on us.

Other Compensation Policies

While the Company currently has no such formal policies in place, as a result of this offering, the people development and compensation committee expects to review and consider the implementation of formal executive and director stock ownership and retention requirements, anti-hedging and anti-pledging policies, and a compensation clawback policy.

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Executive Compensation Tables

Summary Compensation Table

The table below sets forth the compensation earned by our NEOs during 2020.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		All Other Compensation ($)(4)		Total ($)
Hamdi Ulukaya		2020	$	1,500,000	$	—	$	—	$	1,500,004	$	23,391	$	3,023,395
Founder, Chief Executive Officer and Chairperson
Michelle Brooks		2020	$	281,029	$	274,000	$	76,076	$	140,514	$	11,817	$	783,436
Chief Strategy Officer and Treasurer(5)
Peter McGuinness		2020	$	868,635	$	75,000	$	2,062,506	$	943,636	$	50,319	$	4,000,096
President and Chief Operating Officer
Kathy Leo		2020	$	502,995	$	10,000	$	298,581	$	251,500	$	14,970	$	1,078,046
Chief Legal Officer, General Counsel and Secretary
Jason Blaisure		2020	$	422,654	$	60,000	$	272,978	$	211,329	$	11,850	$	978,811
Chief Supply Chain Officer

(1) Amounts in this column include the one-time special cash bonuses granted to our NEOs in 2020 in order to retain talent and reward exceptional performance as described further under “Elements of Compensation—Cash Bonuses” above.

(2) Amounts in this column represent the aggregate grant date fair value of the Pre-IPO Class B Units granted to each NEO during 2020 calculated in accordance with FASB ASC Topic 718. In addition, the amounts in this column for Ms. Brooks include $5,708 attributable to the modification of certain of her Pre-IPO Class B Units during 2020, which was calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please read Note 13 to our consolidated financial statements for 2020.

(3) Amounts in this column include payments made to the NEOs under the AIP.

(4) Amounts in this column include (i) matching contributions under our 401(k) plan made during 2020, (ii) life insurance premiums paid by us for the benefit of the NEOs, (iii) for Mr. McGuinness, $38,229 in commuting expenses and (iv) for Mr. Ulukaya, costs associated with company-owned vehicles and costs allocated to the non-business duties of Mr. Ulukaya’s personal assistant.

(5) Ms. Brooks served as Interim Chief Financial Officer from 2019 through December 28, 2020 and as Chief Business Development Officer and Treasurer from December 28, 2020 through July 4, 2021.

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2020 Grants of Plan-Based Awards Table

The following table includes information regarding annual cash incentive awards under the AIP, awards under the LTIP and grants of Pre-IPO Class B Units granted to the NEOs, in each case, during 2020.

Name	Type of Award	Grant Date		Approval Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All other stock awards: Number of shares of stock or units(2)		Grant Date Fair Value of Stock Awards ($)(3)
						Threshold ($)		Target ($)		Maximum ($)
Hamdi Ulukaya	AIP						750,000		1,500,000		2,250,000
Michelle Brooks	AIP						70,257		140,514		210,771
	LTIP						70,125		140,250		210,375
	Pre-IPO Class B Units		2/15/20		1/30/20								48,530		76,076
Peter McGuinness	AIP						434,318		868,636		1,302,954
	LTIP						561,000		1,122,000		1,683,000
	Pre-IPO Class B Units		2/15/20		1/30/20								1,422,418		2,062,506
Kathy Leo	AIP						125,750		251,500		377,250
	LTIP						81,214		162,428		243,641
	Pre-IPO Class B Units		2/15/20		1/30/20								205,918		298,581
Jason Blaisure	AIP						105,665		211,329		316,994
	LTIP						66,000		132,000		198,000
	Pre-IPO Class B Units		2/15/20		1/30/20								188,261		272,978

(1) Amounts in these columns represent the threshold, target and maximum payments for annual cash incentive awards under the AIP and the two-year LTIP for 2020, as described further under “Elements of Compensation—Long-Term Incentive Compensation—Long-Term Non-Equity Cash Incentive Compensation” above. Threshold amounts represent the amount that would become payable if the threshold performance level were achieved under all metrics associated with the AIP or LTIP, as applicable.

(2) Amounts in this column represent Pre-IPO Class B Units granted to the NEOs during 2020.

(3) Amounts in this column represent the aggregate grant date fair value of the Pre-IPO Class B Units granted during 2020, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation please read Note 13 to our consolidated financial statements for 2020. Please read “ —Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentive Compensation” above for more information regarding these grants.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

Hamdi Ulukaya

Mr. Ulukaya is party to an employment agreement with us dated June 27, 2018, as amended on December 20, 2018. Pursuant to his employment agreement, Mr. Ulukaya is entitled to receive an annual base salary of $1,500,000, an annual bonus targeted at 100% of his base salary subject to the achievement of AIP performance metrics for the relevant year, participation in our standard employee benefit programs, including health plans, retirement plans, paid time off and similar benefits, that are generally offered to all employees, and other customary terms and conditions. In addition, Mr. Ulukaya is entitled to reimbursement for expenses incurred for business and personal private aircraft travel in an amount not to exceed $3,000,000 in a single calendar year, as well as reimbursement of certain housing and vehicle expenses. Mr. Ulukaya received reimbursements for certain travel expenses

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under this provision of his agreement for the past three fiscal years. He has fully reimbursed the Company for any payments made under this provision related to his personal travel in 2020.

Michelle Brooks

In connection with Ms. Brooks’ appointment as Interim Chief Financial Officer and Treasurer, we entered into a letter agreement with Ms. Brooks on September 4, 2019, which set her annual base salary to $275,000 (subject to increase under the Company’s annual merit process) and her annual bonus target to 50% of her base salary. In addition, in her interim position, Ms. Brooks was also entitled to receive a quarterly completion bonus of $66,000 per quarter following the successful close of each financial quarter. We ceased paying the quarterly completion bonus in connection with Ms. Brooks’ appointment as Chief Business Development Officer and Treasurer in December 2020, resulting in payment of total completion bonuses in 2020 of $264,000 for the successful completion of four financial quarters.

In connection with her appointment as Chief Business Development Officer and Treasurer in December 2020, we entered into a new employment agreement with Ms. Brooks on December 7, 2020 (as amended on February 26, 2021, the “2021 Brooks Employment Agreement”), effective as of December 28, 2020, pursuant to which Ms. Brooks was entitled to receive a base salary of $400,000 (subject to increase under the Company’s annual merit process), annual bonus targeted at 50% of her base salary subject to the achievement of AIP performance metrics for the relevant year, a grant under the 2020 Management Plan of 115,635 Pre-IPO Class B Units in recognition of her time of service as Interim Chief Financial Officer and Treasurer and appointment as Chief Business Development Officer and Treasurer, an award under the LTIP with a two-year target cash value of $140,250, participation in benefit programs, including health plans, retirement plans, paid time off and similar benefits and other customary terms and conditions, including covenants regarding non-competition and non-solicitation.

In connection with her appointment as Chief Strategy Officer and Treasurer, we entered into an amendment to the 2021 Brooks Employment Agreement, effective as of July 4, 2021 (the “Amended 2021 Brooks Employment Agreement”), pursuant to which Ms. Brooks is entitled to receive a base salary of $450,000 (subject to increase under the Company’s annual merit process) and nine months of severance benefits as further described under “Potential Payments Upon Termination or Change in Control – Employment Agreements – Michelle Brooks.”

Peter McGuinness

Mr. McGuinness is party to an employment agreement with us dated February 12, 2020. Pursuant to his employment agreement, Mr. McGuinness is entitled to receive an annual base salary of $875,500 (subject to increase under the Company’s annual merit process and with approval of the board of directors), annual bonus targeted at 100% of his base salary subject to the achievement of AIP performance metrics for the relevant year, a grant under the 2020 Management Plan of 1,422,418 Pre-IPO Class B Units, an award under the LTIP with a target cash value of $1,122,000, participation in benefit programs, including health plans, retirement plans, paid time off and similar benefits and other customary terms and conditions, including covenants regarding non-competition and non-solicitation. In addition, Mr. McGuinness was entitled to an additional one-time special bonus for 2020 in an amount of up to $150,000: up to $75,000 was payable to Mr. McGuinness based on the Company’s achievement of the AIP targets and another $75,000 was payable in recognition of his increased role as Chief Operating Officer (the “2020 McGuinness Bonus”).

Kathy Leo

Ms. Leo is party to an employment agreement with us dated May 10, 2016. Ms. Leo’s employment agreement established her initial annual base and target bonus level, provided for a grant

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under the 2016 Management Plan and participation in benefit programs, including health plans, retirement plans, paid time off and similar benefits, and included other customary terms and conditions, including covenants regarding non-competition and non-solicitation.

Jason Blaisure

Mr. Blaisure is party to an offer letter with us dated November 1, 2011, as amended in August 2018, August 21, 2020 and August 3, 2021. Pursuant to this offer letter, Mr. Blaisure is entitled to receive an annual base salary of $450,000 (subject to increase under the Company’s annual merit process), annual bonus targeted at 50% of his base salary subject to the achievement of AIP performance metrics for the relevant year, a cash performance bonus of $50,000 in 2018, 2019 and 2020, and participation in benefit programs, including health plans, retirement plans, paid time off and similar benefits, other customary terms and conditions, including covenants regarding non-competition and non-solicitation and nine months of severance benefits as further described under “Potential Payments Upon Termination or Change in Control—Employment Agreements—Jason Blaisure.”.

Outstanding Equity Awards at 2020 Fiscal Year-End

The following table reflects information regarding outstanding unvested Pre-IPO Class B Units under the Management Plan held by our NEOs as of December 26, 2020.

Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market value of shares or units of stock that have not vested ($)(1)
Michelle Brooks(2)		60,546		0
Peter McGuinness(3)		1,066,813		0
Kathy Leo(4)		205,918		0
Jason Blaisure(5)		146,425		0

(1) The Pre-IPO Class B Units are intended to qualify as “profits interests” for U.S. tax purposes. They do not require the payment of an exercise price, but are economically similar to stock appreciation rights because they have no value for tax purposes as of the grant date and will obtain value only as the value of the underlying value of the security rises above its grant date value, which is referred to as the “Participation Threshold.” Because, in each case, the unvested Pre-IPO Class B Units would not have been entitled to any distributions upon a liquidation as of December 26, 2020, we believe that, like stock appreciation rights, they are properly reported as having $0 value as of that date.

(2) Ms. Brooks’ unvested Pre-IPO Class B Units were granted with the following Participation Threshold and have vested or will vest ratably on the following vesting dates subject to her continued employment with us through each vesting date:

Number of Pre-IPO Class B Units	Participation Threshold (amount in billions)		Vesting Dates
24,149	$	2.185	December 31, 2020, December 31, 2021 and December 31, 2022
36,397	$	2.185	September 30, 2021, September 30, 2022 and September 30, 2023

(3) Mr. McGuinness’ unvested Pre-IPO Class B Units were granted with the following Participation Threshold and have vested or will vest ratably on the following vesting dates subject to his continued employment with us through each vesting date:

Number of Pre-IPO Class B Units	Participation Threshold (amount in billions)		Vesting Dates
1,066,813	$	2.185	December 31, 2020, December 31, 2021 and December 31, 2022

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(4) Ms. Leo’s unvested Pre-IPO Class B Units were granted with the following Participation Threshold and have vested or will vest ratably on the following vesting dates subject to her continued employment with us through each vesting date:

Number of Pre-IPO Class B Units	Participation Threshold (amount in billions)		Vesting Dates
205,918	$	2.185	December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023

(5) Mr. Blaisure’s unvested Pre-IPO Class B Units were granted with the following Participation Threshold and have vested or will vest ratably on the following vesting dates subject to his continued employment with us through each vesting date:

Number of Pre-IPO Class B Units	Participation Threshold (amount in billions)		Vesting Dates
125,507	$	2.185	December 31, 2020, December 31, 2021 and December 31, 2022
20,918	$	2.185	June 30, 2021, June 30, 2022, June 30, 2023 and June 30, 2024

Option Exercises and Stock Vested

The following table reflects the Pre-IPO Class B Units held by our NEOs which vested during 2020.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Michelle Brooks		21,738		0
Peter McGuinness		465,603		0
Kathy Leo		168,438		0
Jason Blaisure		93,772		0

(1) As described above under “—Outstanding Equity Awards at 2020 Fiscal Year End,” we believe that the Pre-IPO Class B Units that vested during 2020 are similar to stock appreciation rights and had $0 value upon vesting in 2021 and as of December 26, 2020 because they would not have received any payments upon a liquidation as of that date.

Potential Payments Upon Termination or Change in Control

Employment Agreements

Hamdi Ulukaya

Mr. Ulukaya is not entitled to severance benefits under his employment agreement.

Michelle Brooks

During 2020, Ms. Brooks was not entitled to severance benefits or any payments upon change in control. The Amended 2021 Brooks Employment Agreement, which was not in effect as of our 2020 fiscal year end, provides severance benefits of nine months of her base salary paid in accordance with Chobani’s normal payroll cycle in the event she is terminated without “Cause” or she resigns for “Good Reason,” in each case, subject to her execution of a release of claims and continued compliance with her confidentiality agreement. “Cause” and “Good Reason” are defined in her employment agreement.

Peter McGuinness

Mr. McGuinness’ employment agreement provides severance benefits in the event he is terminated without “Cause,” resigns for “Good Reason,” or is terminated due to his death or “Disability,”

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in each case, subject to his execution of a release of claims and continued compliance with his confidentiality agreement. “Cause,” “Good Reason” and “Disability” are defined in his employment agreement. Upon each of these events, Mr. McGuinness is entitled to receive 100% of his AIP payment for the fiscal year during which termination occurred, in accordance with the payout approved by the Board for such fiscal year, and 18 months of base salary paid in accordance with Chobani’s normal payroll cycle. In addition, if Mr. McGuinness had been terminated during 2020, he would have been entitled to receive the 2020 McGuinness Bonus in accordance with the payout approved by the Board and Mr. Ulukaya.

Kathy Leo

Ms. Leo’s employment agreement provides severance benefits in the event she is terminated without “Cause” or she resigns for “Good Reason,” in each case, subject to her execution of a release of claims and continued compliance with her confidentiality agreement. “Cause” and “Good Reason” are defined in her employment agreement. Upon either of these events, Ms. Leo is entitled to receive her annual bonus for the fiscal year in which her termination occurs, which amount may not be less than 50% of her then-current base salary regardless of the payout level approved by the Board, and payment of her then-current base salary paid ratably in 12 monthly installments.

Jason Blaisure

Mr. Blaisure’s amended offer letter, which was not in effect as of the end of 2020, provides nine months of continued base salary as severance benefits in the event he is terminated without “Cause” (as defined in his offer letter), subject to his execution of a release of claims and continued compliance with his confidentiality agreement.

Pre-IPO Class B Units (Converting Into Class M Units)

All unvested Pre-IPO Class B Units will be converted into Class M Units in connection with this offering. Such units become fully vested upon the occurrence of a “Sale of Chobani,” provided that Chobani’s equity value as of the date of the sale equals or exceeds $3,000,000,000, subject to each NEO’s continued employment through such event. If Chobani’s equity value is less than $3,000,000,000 as of the date of a “Sale of Chobani,” any unvested units will remain unvested. A “Sale of Chobani” is defined as set forth in the 2016 Management Plan and 2020 Management Plan and will not occur upon the closing of this offering for purposes of the Pre-IPO Class B or Class M Units.

In the event of an NEO’s termination for “Cause,” each vested Pre-IPO Class B Unit is forfeited as of the termination date for no consideration. For purposes of the Pre-IPO Class B Units, “Cause” is defined in the 2016 Management Plan and 2020 Management Plan, as applicable.

Additionally, the Pre-IPO Class B Units are subject to customary repurchase rights in favor of Chobani in the event of the NEO’s termination of employment other than for Cause.

Quantification of Potential Payments Upon Termination of Employment

The table below sets forth the aggregate amounts that would have been payable to each NEO under the Employment Agreements, as described above, assuming the applicable NEO’s termination of employment event occurred on December 26, 2020. As noted above, Mr. Ulukaya is not entitled to any severance benefits under his employment agreement and Ms. Brooks’ and Mr. Blaisure’s severance benefits were not in effect as of December 26, 2020. None of the Pre-IPO Class B Units that would accelerate in the event of a Sale of Chobani would have had any value had such sale occurred as of December 26, 2020 given their applicable Participation Thresholds.

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Name	Termination without Cause or Resignation for Good Reason ($)(1)
Peter McGuinness	$	2,331,886
Kathy Leo	$	758,471

(1) These amounts were determined as follows. For Mr. McGuinness, this includes 18 months of his base salary ($1,313,250), his AIP payment for 2020 ($868,636) and the 2020 McGuinness Bonus ($150,000). For Ms. Leo, this includes 12 months of her base salary ($506,971) and her AIP payment for 2020 ($251,500).

2021 Equity Incentive Plan

In advance of this offering, we expect to adopt the Chobani Inc. 2021 Equity Incentive Plan (the “2021 Plan”). The purpose of the 2021 Plan is to promote and closely align the interests of our employees, officers, non-employee directors, and other service providers and our stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the 2021 Plan are to attract and retain the best available personnel and to motivate participants to optimize the profitability and growth of the Company through incentives that are consistent with our goals and that link the personal interests of participants to those of our stockholders. The 2021 Plan will allow for the grant of stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights (SARs), alone or in conjunction with other awards; restricted stock and restricted stock units (RSUs); incentive bonuses, which may be paid in cash, stock, or a combination thereof; and other stock-based awards. We refer to these collectively herein as Awards.

The following description of the 2021 Plan is not intended to be complete and is qualified in its entirety by the complete text of the 2021 Plan, a copy of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Stockholders and potential investors are urged to read the 2021 Plan in its entirety. Any capitalized terms which are used in this summary description but not defined here or elsewhere in this prospectus have the meanings assigned to them in the 2021 Plan.

Following this offering, we do not expect to make any additional grants under the Chobani Incentive Plan.

Administration

The 2021 Plan will be administered by our people development and compensation committee, or such other committee designated by our board of directors to administer the plan, which we refer to herein as the Administrator. The Administrator will have broad authority, subject to the provisions of the 2021 Plan, to administer and interpret the 2021 Plan and Awards granted thereunder. All decisions and actions of the Administrator will be final.

Stock Subject to 2021 Plan

The maximum number of shares of Class A common stock that may be issued under the 2021 Plan will not exceed                shares (the “Share Pool”), subject to certain adjustments in the event of a change in our capitalization. The Share Pool will be increased on January 1 of each calendar year beginning in 2022 by a number of shares equal to     % of the outstanding shares of Class A common stock on December 31 of the prior year. Shares of Class A common stock issued under the 2021 Plan may be either authorized and unissued shares or previously issued shares acquired by us. On termination or expiration of an Award under the 2021 Plan, in whole or in part, the number of shares of Class A common stock subject to such Award but not issued thereunder or that are otherwise forfeited back to the Company will again become available for grant under the 2021 Plan. Additionally, shares retained or withheld in payment of any exercise price, purchase price or tax withholding obligation of an Award will again become available for grant under the 2021 Plan.

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Limits on Non-Employee Director Compensation

Under the 2021 Plan, the aggregate dollar value of all cash and equity-based compensation (whether granted under the 2021 Plan or otherwise) granted to our non-employee directors for services in such capacity shall not exceed $750,000 during any calendar year. However, during the calendar year in which a non-employee director first joins our board of directors or during any calendar year in which a non-employee director services as chairman or lead director, such aggregate limit shall instead be $1,500,000.

Types of Awards

Stock Options.    All stock options granted under the 2021 Plan will be evidenced by a written agreement with the participant, which provides, among other things, whether the option is intended to be an incentive stock option or a non-qualified stock option, the number of shares subject to the option, the exercise price, exercisability (or vesting), the term of the option, which may not generally exceed ten years, and other terms and conditions. Subject to the express provisions of the 2021 Plan, options generally may be exercised over such period, in installments or otherwise, as the Administrator may determine. The exercise price for any stock option granted may not generally be less than the fair market value of the Class A common stock subject to that option on the grant date. The exercise price may be paid in cash or such other method as determined by the Administrator, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares issuable under an option, the delivery of previously owned shares or withholding of shares deliverable upon exercise. Other than in connection with a change in our capitalization, we will not, without stockholder approval, reduce the exercise price of a previously awarded option, and at any time when the exercise price of a previously awarded option is above the fair market value of a share of Class A common stock, we will not, without stockholder approval, cancel and re-grant or exchange such option for cash or a new Award with a lower (or no) exercise price.

Stock Appreciation Rights or SARs.    SARs may be granted alone or in conjunction with all or part of a stock option. Upon exercising a SAR, the participant is entitled to receive the amount by which the fair market value of the Class A common stock at the time of exercise exceeds the exercise price of the SAR. This amount is payable in Class A common stock, cash, restricted stock, or a combination thereof, at the Administrator’s discretion.

Restricted Stock and RSUs.    Awards of restricted stock consist of shares of stock that are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. RSUs result in the transfer of shares of cash or stock to the participant only after specified conditions are satisfied. The Administrator will determine the restrictions and conditions applicable to each award of restricted stock or RSUs, which may include performance vesting conditions.

Incentive Bonuses.    Each incentive bonus will confer upon the participant the opportunity to earn a future payment tied to the level of achievement with respect to one or more performance criteria established for a specified performance period. The Administrator will establish the performance criteria and level of achievement versus these criteria that will determine the threshold, target, and maximum amount payable under an incentive bonus, which criteria may be based on financial performance and/or personal performance evaluations. Payment of the amount due under an incentive bonus may be made in cash or shares, as determined by the Administrator.

Other Stock-Based Awards.    Other stock-based awards are Awards denominated in or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of stock.

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Performance Criteria.    The Administrator may specify certain performance criteria which must be satisfied before Awards will be granted or will vest. The performance goals may vary from participant to participant, group to group, and period to period.

Transferability

Awards generally may not be sold, transferred for value, pledged, assigned or otherwise alienated or hypothecated by a participant other than by will or the laws of descent and distribution, and each option or SAR may be exercisable only by the participant during his or her lifetime.

Amendment and Termination

Our board of directors has the right to amend, alter, suspend or terminate the 2021 Plan at any time, provided certain amendments may not be made without stockholder approval. No amendment or alteration to the 2021 Plan or an Award or Award agreement will be made that would materially impair the rights of the holder, without such holder’s consent; however, no consent will be required if the Administrator determines in its sole discretion and prior to the date of any change in control that such amendment or alteration either is required or advisable in order for us, the 2021 Plan or such Award to satisfy any law or regulation or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated. The 2021 Plan is expected to be adopted by our board of directors and our stockholders in connection with this offering and will remain in effect until terminated by our board of directors.

2021 Employee Stock Purchase Plan

In advance of this offering, we expect to adopt the Chobani Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The purpose of the 2021 ESPP is to encourage and enable our eligible employees to acquire a proprietary interest in us through the ownership of our Class A common stock. A maximum of                  shares of Class A common stock may be purchased under the 2021 ESPP (the “ESPP Share Pool”). The ESPP Share Pool will be increased on January 1 of each calendar year beginning in 2022 by a number of shares equal to     % of the outstanding shares of Class A common stock on December 31 of the prior year. The 2021 ESPP, and the rights of participants to make purchases thereunder, is not intended to qualify under the provisions of Sections 421 and 423 of the Code.

The following description of the 2021 ESPP is not intended to be complete and is qualified in its entirety by the complete text of the 2021 ESPP, a copy of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Stockholders and potential investors are urged to read the 2021 ESPP in its entirety. Any capitalized terms which are used in this summary description but not defined here or elsewhere in this prospectus have the meanings assigned to them in the 2021 ESPP.

Administration

The ESPP will be administered by our people development and compensation committee or such other committee designated by our board of directors to administer the 2021 ESPP, which we refer to herein as the ESPP Administrator. All questions of interpretation of the 2021 ESPP are determined by the ESPP Administrator, whose decisions are final and binding upon all participants. The 2021 ESPP Administrator may delegate its responsibilities under the 2021 ESPP to one or more other persons.

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Eligibility; Participation

Each employee is eligible to participate in the 2021 ESPP. The offering periods and purchase periods will begin on the dates determined by the ESPP Administrator and last for such period as determined by the ESPP Administrator.

An eligible employee may begin participating in the 2021 ESPP effective at the beginning of an offering period or any purchase periods within an offering period. Once enrolled in the 2021 ESPP, a participant is able to purchase shares of Class A common stock with payroll deductions at the end of the applicable offering period. Once an offering period is over, a participant is automatically enrolled in the next offering period unless the participant chooses to withdraw from the 2021 ESPP.

The ESPP Administrator may determine that an offering period include a cashless participation program. Under any such cashless participation program, participants who are not executive officers may utilize loans from Chobani as contributions during the offering period to fund the purchase of Class A common stock, as described below. Upon the purchase date for such offering period, shares of Class A common stock having a fair market value equal to the amount of such loan will be withheld to repay such loan.

Purchase Price

The price per share at which shares are purchased under the 2021 ESPP is determined by the ESPP Administrator, but is expected to be 85% of the fair market value of the Class A common stock on the first or the last day of the offering period, whichever is lower. A participant may designate payroll deductions to be used to purchase shares equal to at least $100 and a maximum of 10% of such participant’s compensation (or such other percentage determined by the ESPP Administrator). A participant may only change the percentage of compensation that is deducted to purchase shares under the 2021 ESPP (other than to withdraw entirely from the 2021 ESPP) effective at the beginning of an offering period. At the end of each offering period, unless the participant has withdrawn from the 2021 ESPP, payroll deductions (and any loans under a cashless participation program) are applied automatically to purchase common shares at the price described above, with any remaining contributions rolled over to the following offering period. The number of shares purchased is determined by dividing the total contributions during the offering period by the applicable purchase price.

Adjustments

In the event of any reorganizations, recapitalizations, stock splits, reverse stock splits, stock dividends, extraordinary dividends or distributions or similar events, the ESPP Administrator will appropriately adjust the number and class of shares available under the 2021 ESPP and the applicable purchase price of such shares.

Limitations on Participation

A participant is also not permitted to purchase more than                  shares of Class A common stock in any purchase period. A participant does not have the rights of a stockholder until the shares are actually issued to the participant.

Transferability

Rights to purchase Class A common stock under the 2021 ESPP may not be transferred by a participant and may be exercised during a participant’s lifetime only by the participant.

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Amendment and Termination

Our board of directors may amend, alter or discontinue the 2021 ESPP in any respect at any time; however, stockholder approval is required for any amendment that would increase the number of shares reserved under the 2021 ESPP other than pursuant to an adjustment as provided in the 2021 ESPP or materially change the eligibility requirements to participate in the 2021 ESPP. The 2021 ESPP is expected to be adopted by our board of directors and our stockholders in connection with this offering and will continue in effect until terminated.

Director Compensation

The table below describes the compensation provided to our non-employee directors in 2020:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Giovanni (John) Prato, CFA	$	80,000		—	$	80,000
Jim Walker(2)		—		—		—

(1) As of the end of 2020, Mr. Prato held 170,312 Pre-IPO Class B Units, of which 94,937 were unvested. Mr. Prato’s unvested Pre-IPO Class B Units were granted with the following Participation Threshold and have vested or will vest ratably on the following vesting dates subject to his continued service through each vesting date:

Number of Pre-IPO Class B Units	Participation Threshold (amount in billions)		Vesting Dates
94,937	$	2.185	December 31, 2020, December 31, 2021 and December 31, 2022

(2) Mr. Walker is an employee of our noncontrolling stockholder, HOOPP, and, prior to 2021, did not receive any compensation from Chobani for his service on our board.

In addition to the compensation described above, each of our non-employee directors were offered reimbursement for reasonable, documented out-of-pocket expenses in connection with performing their duties.

In June 2021, Mr. Prato received a grant of 284,037 Pre-IPO Class B Units. In August 2021, the 2020 Value Sharing Plan was amended to allow participation by current and prospective non-employee directors. At this time, Ms. Beck, Ms. Broader, Ms. Romo Edelman, Ms. Pendarvis and Mr. Walker each received a grant of 13,052 value units under the 2020 Value Sharing Plan, which generally vest in equal annual installments over three years.

In June of 2021 in connection with the consummation of this offering, our board of directors approved a director compensation program pursuant to which members of our board of directors who are not employees or officers of Chobani will receive:

• An annual cash retainer of $80,000;

• An annual equity retainer with a grant date value of $120,000;

• An additional annual cash retainer of $25,000 should we have an lead independent director;

• Additional annual cash retainers of $20,000, $15,000, $10,000 and $15,000, respectively, for serving as the chairperson of the audit, people development and compensation, governance and nominating or sustainability and social responsibility committee.

In addition, our non-employee directors are also expected to receive an initial equity award upon joining the Board with a grant date value of $250,000 that vests annually over three years.

We also expect that our director compensation program will provide each director with reimbursement for reasonable travel and miscellaneous expenses incurred in attending meetings and activities of our board of directors and its committees.

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PRINCIPAL STOCKHOLDERS

The following table presents information concerning the beneficial ownership of the shares of our Class A common stock and Class B common stock as of the date of this prospectus by (1) each person known to us to beneficially own more than 5% of the outstanding shares of our Class A common stock or our Class B common stock, (2) each of our directors, director nominees and named executive officers and (3) all of our directors and executive officers as a group. This beneficial ownership information is presented after giving effect to the Reorganization and both before and after the issuance of                shares of Class A common stock in this offering.

The number of shares of Class A common stock listed in the table below represents shares of Class A common stock directly owned, and assumes no exchange of Class B Units or Class M Units for shares of Class A common stock. As described in “Organizational Structure” and “Certain Relationships and Related Person Transactions—Proposed Transactions with Chobani Inc.—CGH LLC Agreement,” Hamdi Ulukaya will be entitled to have his Class B Units exchanged for Class A common stock on a one-for-one basis, or, at the election of Chobani Inc. in its sole discretion, for cash. In connection with this offering, we will issue to Hamdi Ulukaya one share of Class B common stock for each Class B Unit beneficially owned. As a result, the number of shares of Class B common stock listed in the table below correlates to the number of Class B Units Hamdi Ulukaya will beneficially own immediately after this offering. See “Organizational Structure.”

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock subject to options, warrants and certain other derivative securities that are currently exercisable or will become exercisable within 60 days of the date of this prospectus are considered outstanding and beneficially owned by the person holding such derivative securities for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless indicated below, the address of each individual listed below is c/o Chobani Inc., 669 County Road 25, New Berlin, New York 13411.

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	Before the Offering			After the Offering if Underwriters’ Option is Exercised in Full
	Class A Common Stock	Class B* Common Stock	Total Voting Power	Class A Common Stock Owned		Class B Common Stock Owned		Total Voting Power
Name of Beneficial Owner	Number	Number	%	Number	%	Number	%	%
Named Executive Officers, Directors and Director Nominees:
Hamdi Ulukaya
Jody Macedonio
Peter McGuinness
Kathy Leo
Jason Blaisure
Federico Muyshondt
Grace Zuncic
Michelle Brooks
Marla Beck
Shelley Broader
Christiane Pendarvis
Giovanni (John) Prato, CFA
Claudia Romo Edelman
Jim Walker
All executive officers and directors as a group (14 persons)
Other 5% Beneficial Owners:
FHU US Holdings, LLC
Healthcare of Ontario Pension Plan Trust Fund

* Represents Class B Units of Chobani Global Holdings, LLC held immediately prior to the offering.

	After the Offering if Underwriters’ Option is Not Exercised
	Class A Common Stock Owned		Class B Common Stock Owned		Total Voting Power
Name of Beneficial Owner	Number	%	Number	%	%
Named Executive Officers, Directors and Director Nominees:
Hamdi Ulukaya
Jody Macedonio
Peter McGuinness
Kathy Leo
Jason Blaisure
Federico Muyshondt
Grace Zuncic
Michelle Brooks
Marla Beck
Shelley Broader
Christiane Pendarvis
Giovanni (John) Prato, CFA
Claudia Romo Edelman
Jim Walker
All executive officers and directors as a group (14 persons)
Other 5% Beneficial Owners:
FHU US Holdings, LLC
Healthcare of Ontario Pension Plan Trust Fund

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Other than compensation arrangements, including employment, termination of employment and change in control arrangements, with our directors and executive officers, including those discussed in the sections titled “Management” and “Compensation Discussion and Analysis,” the following is a description of certain relationships and transactions since December 31, 2017, involving us and our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them.

Proposed Transactions with Chobani Inc.

Chobani Inc. has had no assets or business operations since its incorporation and has not engaged in any transactions with our current directors, director nominees, executive officers or sole security holder prior to the Reorganization and this offering. In connection with the Reorganization and this offering, we will engage in certain transactions with certain of our directors, director nominees, each of our executive officers and other persons and entities who will become holders of 5% or more of our voting securities, through their ownership of shares of our Class B common stock, upon the consummation of the Reorganization and this offering. These transactions are described in “Organizational Structure.”

The following are summaries of certain provisions of our related party agreements, which are qualified in their entirety by reference to all of the provisions of such agreements. Because these descriptions are only summaries of the applicable agreements, they do not necessarily contain all of the information that you may find useful. We therefore encourage you to review the agreements in their entirety. Copies of the agreements (or forms of the agreements) will be filed as exhibits to the registration statement of which this prospectus is a part, and will be available electronically on the website of the SEC at www.sec.gov.

The Reorganization

In connection with the Reorganization, we will enter into the Tax Receivable Agreement, the CGH LLC Agreement and the Stockholders’ Agreement, and we will acquire from Chobani Global Holdings Class A Units and acquire from Hamdi Ulukaya Class B Units using the proceeds of this offering, issue Class B common stock to continuing members of Chobani Global Holdings, acquire Pre-IPO Class A Units held by HOOPP Blocker pursuant to the Blocker Merger using the proceeds of this offering and shares of Class A common stock, and from time to time after this offering, allow continuing members of Chobani Global Holdings to exchange Class B Units or Class M Units for shares of our Class A common stock or, at the election of Chobani Inc. in its sole discretion, for cash, on an ongoing basis.

Tax Receivable Agreement

In connection with this offering, FHU US Holdings will sell to Chobani Inc. a portion of its Class B Units, Chobani Inc. will acquire Pre-IPO Class A Units in connection with the Blocker Merger, and, following this offering, the continuing members may exchange their Class B Units for shares of Chobani Inc.’s Class A common stock on a one-for-one basis or, at Chobani Inc.’s election in its sole discretion, for cash. Chobani Global Holdings will have in effect an election under Section 754 of the Code for the taxable year of the offering and each taxable year in which an exchange occurs, which is expected to result in increases to the tax basis of the tangible and intangible assets of Chobani Global Holdings which will be allocated to Chobani Inc. as a result of this initial purchase and any subsequent exchanges. These increases in tax basis are expected to increase Chobani Inc.’s depreciation and amortization deductions for tax purposes and create other tax benefits and may also decrease gains (or increase losses) on future dispositions of certain assets and therefore may reduce the amount of tax that Chobani Inc. would otherwise be required to pay.

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Chobani Inc. will enter into the Tax Receivable Agreement with the TRA Parties. The Tax Receivable Agreement will provide for payment by Chobani Inc. to the TRA Parties of 85% of the amount of the net cash tax savings, if any, that Chobani Inc. realizes (or, under certain circumstances, is deemed to realize) as a result of (i) increases in tax basis (and utilization of certain other tax benefits) resulting from Chobani Inc.’s acquisition of Class B Units and Class M Units in connection with this offering and in future exchanges, (ii) certain favorable tax attributes (such as net operating losses attributable to pre-merger tax periods) Chobani Inc. will acquire in the Blocker Merger and (iii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement (including tax benefits related to imputed interest).

Chobani Inc. will retain the benefit of the remaining 15% of these net cash tax savings. The obligations under the Tax Receivable Agreement will be Chobani Inc.’s obligations and not obligations of Chobani Global Holdings. For purposes of the Tax Receivable Agreement, the benefit deemed realized by Chobani Inc. will be computed by comparing Chobani Inc.’s U.S. federal, state and local income tax liability to the amount of such U.S. federal, state and local taxes that Chobani Inc. would have been required to pay had it not been able to utilize any of the benefits subject to the Tax Receivable Agreement. The actual tax benefits realized by Chobani Inc. may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions in the Tax Receivable Agreement, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.

The term of the Tax Receivable Agreement will commence upon the completion of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or have expired, unless Chobani Inc. exercises its right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to a change in control or our breach of a material obligation thereunder), in which case, Chobani Inc. will be required to make the termination payment specified in the Tax Receivable Agreement, as described below. We expect that all of the intangible assets, including goodwill, of Chobani Global Holdings allocable to Chobani Global Holdings units acquired or deemed acquired by Chobani Inc. from a holder of Class B Units at the time of this offering and in taxable exchanges following this offering will be amortizable for tax purposes.

Estimating the amount and timing of payments that may be made under the Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events. The actual increase in tax basis and utilization of tax attributes, as well as the amount and timing of any payments under the agreement, will vary depending upon a number of factors, including:

• the timing of purchases or future exchanges—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of Chobani Global Holdings at the time of each purchase of units from the continuing members of Chobani Global Holdings in this offering or each future exchange;

• the price of shares of our Class A common stock at the time of the purchase or exchange—the tax basis increase in the assets of Chobani Global Holdings is directly related to the price of shares of our Class A common stock at the time of the purchase or exchange;

• the extent to which such purchases or exchanges are taxable—if the purchase of units from the continuing members of Chobani Global Holdings in connection with this offering or any future exchange is not taxable for any reason, increased tax deductions will not be available;

• the amount of the exchanging unitholder’s tax basis in its units at the time of the relevant exchange;

• the amount, timing and character of Chobani Inc.’s income—we expect that the Tax Receivable Agreement will require Chobani Inc. to pay 85% of the net cash tax savings as and when

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deemed realized. If Chobani Inc. does not have taxable income during a taxable year, Chobani Inc. generally will not be required (absent a change in control or other circumstances requiring an early termination payment) to make payments under the Tax Receivable Agreement for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in net cash tax savings in a given tax year may generate tax attributes that may be used to generate net cash tax savings in previous or future taxable years. The use of any such tax attributes will generate net cash tax savings that will result in payments under the Tax Receivable Agreement; and

• U.S. federal, state and local tax rates in effect at the time that we realize the relevant tax benefits.

In addition, the amount of certain favorable tax attributes we will acquire in the Blocker Merger (such as net operating losses and tax refunds), the amount of each continuing member’s tax basis in its Chobani Global Holdings units at the time of the purchase or exchange, the depreciation and amortization periods that apply to the increases in tax basis, the timing and amount of any earlier payments that Chobani Inc. may have made under the Tax Receivable Agreement, and the portion of Chobani Inc.’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis are also relevant factors.

Chobani Inc. will have the right to terminate the Tax Receivable Agreement, in whole or in part, at any time. The Tax Receivable Agreement will provide that if (i) Chobani Inc. exercises its right to early termination of the Tax Receivable Agreement in whole (that is, with respect to all benefits due to all beneficiaries under the Tax Receivable Agreement) or in part (that is, with respect to some benefits due to all beneficiaries under the Tax Receivable Agreement), (ii) Chobani Inc. experiences certain changes in control, (iii) the Tax Receivable Agreement is rejected in certain bankruptcy proceedings, (iv) Chobani Inc. fails (subject to certain exceptions) to make a payment under the Tax Receivable Agreement within 180 days after the due date or (v) Chobani Inc. materially breaches its obligations under the Tax Receivable Agreement, Chobani Inc. will be obligated to make an early termination payment to the beneficiaries under the Tax Receivable Agreement equal to the present value of all payments that would be required to be paid by Chobani Inc. under the Tax Receivable Agreement. The amount of such payments will be determined on the basis of certain assumptions in the Tax Receivable Agreement, including (i) the assumption that Chobani Inc. would have enough taxable income to fully utilize the tax benefit resulting from the tax assets that are the subject of the Tax Receivable Agreement, (ii) the assumption that any item of loss deduction or credit generated by a basis adjustment or imputed interest arising in a taxable year preceding the taxable year that includes an early termination will be used by Chobani Inc. ratably from such taxable year through the earlier of (x) the scheduled expiration of such tax item or (y) 15 years; (iii) the assumption that any non-amortizable assets are deemed to be disposed of in a fully taxable transaction on the fifteenth anniversary of the earlier of the basis adjustment and the early termination date; (iv) the assumption that U.S. federal, state and local tax rates will be the same as in effect on the early termination date, unless scheduled to change; and (v) the assumption that any units (other than those held by Chobani Inc.) outstanding on the termination date are deemed to be exchanged for an amount equal to the market value of the corresponding number of shares of Class A common stock on the termination date. The amount of the early termination payment is determined by discounting the present value of all payments that would be required to be paid by Chobani Inc. under the Tax Receivable Agreement at a rate equal to the lesser of (a) 6.5% and (b) LIBOR plus 400 basis points.

The payments that we will be required to make under the Tax Receivable Agreement are expected to be substantial. If all of the continuing members of Chobani Global Holdings were to exchange their Chobani Global Holdings units, we would recognize a deferred tax asset of approximately $            million and a liability of approximately $             million, assuming (i) that the

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continuing members redeemed or exchanged all of their Chobani Global Holdings units immediately after the completion of this offering at the initial public offering price of $            per share of Class A common stock, (ii) no material changes in relevant tax law, (iii) a constant combined effective income tax rate of 25.0% and (iv) that we have sufficient taxable income in each year to realize on a current basis the increased depreciation, amortization and other tax benefits that are the subject of each Tax Receivable Agreement.

The actual future payments to the TRA Parties will vary based on the factors discussed above, and estimating the amount of payments that may be made under each Tax Receivable Agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors and future events. See “Risk Factors—Risks Relating to Governmental Regulation and Tax Matters—In certain circumstances, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual tax benefits, if any, that Chobani Inc. actually realizes.”

Decisions made in the course of running our business, such as with respect to mergers and other forms of business combinations that constitute changes in control, may influence the timing and amount of payments we make under the Tax Receivable Agreement in a manner that does not correspond to our use of the corresponding tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative effect on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Payments are generally due under the Tax Receivable Agreement within a specified period of time following the filing of Chobani Inc.’s tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of LIBOR plus 300 basis points from the due date (without extensions) of such tax return. Late payments generally accrue interest at a rate of LIBOR plus 500 basis points commencing from the date on which such payment was due and payable. Because of our structure, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of Chobani Global Holdings to make pro rata distributions to us. The ability of Chobani Global Holdings to make such distributions will be subject to, among other things, restrictions in the agreements governing our debt. If we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid.

Additionally, Chobani Inc. shall be required to indemnify and reimburse                 (the “TRA Representative”) who will represent certain TRA Parties under the Tax Receivable Agreement, for all costs and expenses, including legal and accounting fees and any other costs arising from claims in connection with the TRA Representative’s duties under the Tax Receivable Agreement, provided, the TRA Representative has acted reasonably and in good faith in incurring such expenses and costs.

Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine. Although we are not aware of any material issue that would cause the IRS to challenge a tax basis increase, Chobani Inc. will not, in the event of a successful challenge, be reimbursed for any payments previously made under the Tax Receivable Agreement (although Chobani Inc. would reduce future amounts otherwise payable to a holder of rights under the Tax Receivable Agreement to the extent such holder has received excess payments). No assurance can be given that the IRS will agree with our tax reporting positions, including the allocation of value among our assets. In addition, the required final and binding determination that a holder of rights under the Tax Receivable Agreement has received excess payments may not be made for a number of years following commencement of any challenge, and Chobani Inc. will not be permitted to reduce its payments under the Tax Receivable Agreement until there has been a final and binding determination, by which time sufficient subsequent payments under the Tax Receivable Agreement may not be available to offset

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prior payments for disallowed benefits. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement significantly in excess of the benefit that Chobani Inc. actually realizes in respect of the increases in tax basis (and utilization of certain other tax benefits) resulting from (i)(x) Chobani Inc.’s acquisition of Chobani Global Holdings units in connection with this offering and (y) Chobani Inc.’s acquisition of Chobani Global Holdings units from continuing members of Chobani Global Holdings in future exchanges and (ii) any payments Chobani Inc. makes to the TRA Parties under the Tax Receivable Agreement. Chobani Inc. may not be able to recoup those payments, which could adversely affect Chobani Inc.’s financial condition and liquidity.

The obligation to make payments under the Tax Receivable Agreement generally will be senior to any similar obligation under any tax receivable agreement that may be entered into in the future. No holder of rights under the Tax Receivable Agreement (including the right to receive payments) may transfer its rights to another person without the written consent of Chobani Inc., except that all such rights may be transferred to another person to the extent that the corresponding Chobani Global Holdings units are transferred in accordance with the CGH LLC Agreement.

CGH LLC Agreement

In connection with this offering and the Reorganization, the members of Chobani Global Holdings will amend and restate the CGH LLC Agreement. In its capacity as the sole managing member, Chobani Inc. will control all of Chobani Global Holdings’s business and affairs. Holders of new Class A Units, Class B Units (formerly Pre-IPO Class A Units), and Class M Units (formerly Pre-IPO Class B Units) will have no voting rights in Chobani Global Holdings, except for the right to approve amendments to the CGH LLC Agreement that adversely affect their respective rights as holders of such class of units. Class A Units and Class B Units will have the same economic rights per unit. Class M Units are intended to qualify as “profits interests” for U.S. income tax purposes and are granted with a Participation Threshold (as defined in the CGH LLC Agreement) which acts similarly to a strike price for a stock option such that the holder will only realize value in excess of such amount.

Following the offering, any time Chobani Inc. issues a share of Class A common stock for cash, the net proceeds received by Chobani Inc. will be promptly used to acquire a Class A Unit unless used to settle an exchange of a Class B Unit for cash. Any time Chobani Inc. issues a share of Class A common stock upon an exchange of a Class B Unit or settles such an exchange for cash, as described below, Chobani Inc. will contribute the exchanged unit to Chobani Global Holdings and Chobani Global Holdings will issue to Chobani Inc. a Class A Unit. If Chobani Inc. issues other classes or series of equity securities (other than pursuant to our incentive compensation plans), Chobani Global Holdings will issue to Chobani Inc. an equal amount of equity securities of Chobani Global Holdings with designations, preferences and other rights and terms that are substantially the same as Chobani Inc.’s newly issued equity securities. If at any time Chobani Inc. issues a share of its Class A common stock pursuant to our incentive compensation or other equity plans, Chobani Inc. will contribute to Chobani Global Holdings all of the proceeds it receives (if any) and Chobani Global Holdings will issue to Chobani Inc. an equal number of its Class A Units, having the same restrictions, if any, as are attached to the shares of Class A common stock issued under the plan. If Chobani Inc. repurchases, redeems or retires any shares of Class A common stock (or equity securities of other classes or series), Chobani Global Holdings will, immediately prior to such repurchase, redemption or retirement, repurchase, redeem or retire an equal number of Class A Units (or its equity securities of the corresponding classes or series) held by Chobani Inc., upon the same terms and for the same consideration, as the shares of Chobani Inc.’s Class A common stock (or equity securities of such other classes or series) are repurchased, redeemed or retired. In addition, membership units of Chobani Global Holdings, as well as our common stock, will be subject to equivalent stock splits, dividends, reclassifications and other subdivisions. In the event Chobani Inc. acquires Class A Units without issuing a corresponding number of shares of Class A common stock, it will make appropriate adjustments to the exchange ratio of Class B Units to Class A common stock.

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Chobani Inc. will have the right to determine when distributions will be made to holders of units and the amount of any such distributions, other than with respect to tax distributions as described below. If a distribution is authorized, except as described below, such distribution will be made to the holders of Class A Units, Class B Units and Class M Units on a pro rata basis in accordance with the number of units held by such holder; provided, that no distributions shall be made in respect of a Class M Unit until such time as the Participation Threshold with respect to such Class M unit has been reduced to zero.

The holders of units, including Chobani Inc., will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Chobani Global Holdings. Net profits and net losses of Chobani Global Holdings will generally be allocated to holders of units (including Chobani Inc.) on a pro rata basis in accordance with the number of units held by such holder; however, under applicable tax rules, Chobani Global Holdings will be required to allocate net taxable income disproportionately to its members in certain circumstances. The CGH LLC Agreement will provide for quarterly cash distributions, which we refer to as “tax distributions,” to the holders of the units generally equal to the taxable income allocated to each holder of units (with certain adjustments) multiplied by an assumed tax rate. Generally, these tax distributions will be computed based on our estimate of the net taxable income of Chobani Global Holdings allocable per unit (based on the member which is allocated the largest amount of taxable income on a per unit basis) multiplied by an assumed tax rate equal to the highest combined U.S. federal and applicable state and local tax rate applicable to any natural person residing in, or corporation doing business in New York, New York that is taxable on that income (taking into account certain other assumptions, and subject to adjustment to the extent that state and local taxes are deductible for U.S. federal income tax purposes). The CGH LLC Agreement generally will require tax distributions to be pro rata based on the ownership of Chobani Global Holdings units, however, if the amount of tax distributions to be made exceeds the amount of funds available for distribution, Chobani Inc. shall receive a tax distribution, before the other members receive any distribution and the balance, if any, of funds available for distribution shall be distributed first to the other members pro rata in accordance with their assumed tax liabilities, and then to all members (including Chobani Inc.) pro rata until each member receives the full amount of its tax distribution using the individual tax rate. Chobani Global Holdings will also make non-pro rata payments to Chobani Inc. to reimburse it for corporate and other overhead expenses (which payments from Chobani Global Holdings will not be treated as distributions under the CGH LLC Agreement). Notwithstanding the foregoing, no distribution will be made pursuant to the CGH LLC Agreement to any unitholder if such distribution would violate applicable law or result in Chobani Global Holdings or any of its subsidiaries being in default under any material agreement.

In conjunction herewith, the Tax Receivable Agreement provides that Chobani Inc. will pay over to the TRA Parties 85% of the net tax savings to Chobani Inc. attributable to those tax losses.

The CGH LLC Agreement provides that it may generally be amended, supplemented, waived or modified by Chobani Inc. in its sole discretion without the approval of any other holder of units, except in the case of amendments that would modify the limited liability of a member or increase the obligation of a member to make capital contributions, adversely affect the right of a member to receive distributions or cause Chobani Global Holdings to be treated as a corporation for tax purposes.

The CGH LLC Agreement will also entitle certain continuing members to exchange their Class B Units for shares of Chobani Inc.’s Class A common stock on a one-for-one basis or, at Chobani Inc.’s election in its sole discretion, for cash. The exchange ratio is subject to appropriate adjustment by Chobani Inc. in the event Class A Units are issued to Chobani Inc. without issuance of a corresponding number of shares of Class A common stock or in the event of certain reclassifications, reorganizations, recapitalizations or similar transactions.

Subject to certain restrictions, the CGH LLC Agreement will entitle any holder of Class M Units to exchange their vested Class M Units for cash or a number of shares of Class A common stock, at the

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election of Chobani Inc., in its sole discretion that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units).

The CGH LLC Agreement will permit the Class B and Class M unitholders to exercise their exchange rights subject to certain reasonable timing procedures and other conditions. The CGH LLC Agreement will provide that an owner will not have the right to exchange Class B Units or Class M Units if we determine that such exchange would be prohibited by law or regulation or would violate other agreements with Chobani Inc., Chobani Global Holdings or any of their subsidiaries to which Chobani Global Holdings unitholder is subject. We intend to impose additional restrictions on exchanges that we determine to be necessary or advisable so that Chobani Global Holdings is not treated as a “publicly traded partnership” for U.S. federal income tax purposes.

The CGH LLC Agreement also provides for mandatory exchanges under certain circumstances, including at the option of Chobani Inc., if the number of Class A Units and Class B Units outstanding and held by its members (other than those held by Chobani Inc.) is less than 10% of the outstanding Class A Units and Class B Units of Chobani Global Holdings or in the discretion of Chobani Inc., with the consent of holders of at least 50% of the outstanding Class B Units.

Stockholders’ Agreement

Concurrently with the closing of this offering and the Reorganization, we intend to enter into a stockholders’ agreement (the “Stockholders’ Agreement”) with FHU US Holdings and HOOPP, with respect to the matters described below.

The Stockholders’ Agreement will provide that (i) HOOPP will be entitled to designate one director and one observer for so long as HOOPP and its permitted transferees continue to hold at least 25% of the common stock that HOOPP held at the time of this offering and (ii) Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, will be entitled to designate one observer until the Sunset.

The Stockholders’ Agreement will further provide that neither we, nor any of our subsidiaries will take the following actions without the prior written consent of Hamdi Ulukaya or his designee until the earlier of the Sunset and the date on which Hamdi Ulukaya no longer serves as an employee, director or executive of our company: (i) change the size of the board; (ii) fill a vacancy on the board (other than with respect to a HOOPP designee); and (iii) call any special meeting of stockholders.

Finally, the Stockholders’ Agreement will provide Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, and HOOPP with registration rights whereby, at any time following the release of the lock-up restrictions described in this prospectus, and pursuant to any limitations set forth in the Stockholders’ Agreement, they will have the right to require us to register under the Securities Act some or all of their shares of Class A common stock, and some or all of their shares of Class A common stock issuable upon exchange of any Class B Units held by them, as applicable. The Stockholders’ Agreement will also provide for piggyback registration rights for Hamdi Ulukaya and HOOPP, subject to certain conditions and exceptions.

Commercial Transactions with La Colombe Torrefaction LLC and Euphrates, Inc.

La Colombe Torrefaction LLC (“La Colombe”) is related to Chobani Global Holdings due to Hamdi Ulukaya’s controlling ownership of La Colombe. In 2020 and six months ended June 26, 2021,

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Chobani Global Holdings purchased from La Colombe $0.1 million and $1.1 million of coffee concentrate, respectively. Chobani Global Holdings did not purchase coffee concentrate from La Colombe in 2018 or 2019. In 2020 and the six months ended June 26, 2021, Chobani Global Holdings sold to La Colombe $0.5 million and $0.4 million of oat base, respectively. Chobani Global Holdings did not sell oat base to La Colombe in 2018 or 2019. Chobani Global Holdings periodically purchases de minimis amounts of coffee from La Colombe for its office. In addition, La Colombe and Chobani Global Holdings periodically engage in de minimis cross-promotional and media activities. The Healthcare of Ontario Pension Plan Trust Fund is party to a loan agreement with La Colombe.

Chobani Global Holdings is related by common majority ownership to Euphrates, Inc., a New York corporation (“Euphrates”). Euphrates is a manufacturer of feta cheese located in Johnstown, New York. In 2020 and the six months ended June 26, 2021, Chobani Global Holdings sold $0.7 million and $0.6 million of cream to Euphrates during the respective periods. In 2018 and 2019, Chobani Global Holdings sold $1.8 million and $1.3 million of cream to Euphrates during the respective periods.

Donations to Tent Foundation and the Chobani Foundation

Hamdi Ulukaya founded the Tent Foundation (“Tent”) and serves as President and Chairperson of its board of directors. Tent is an indirect owner of Chobani Inc. through its interest in FHU Holdco, LLC (“FHU Holdco”). Tent is a New York non-profit organization committed to mobilizing the global business community to include refugees, and is not consolidated with Chobani Global Holdings. In each of 2019 and 2020, Chobani Global Holdings donated $1.4 million to Tent. In 2018, Chobani Global Holdings did not make a donation to Tent. For the six months ended June 26, 2021, Chobani Global Holdings donated $0.7 million to Tent, and may make additional donations to Tent in the future.

Prior to 2019, Chobani Global Holdings made donations to the Chobani Foundation, as described below. Hamdi Ulukaya founded the Chobani Foundation and served as its Chief Executive Officer and on the board of directors. The Chobani Foundation was a non-profit organization committed to supporting various charitable causes, including Tent. The Chobani Foundation ceased operations during 2020 and was dissolved in April 2021. Chobani Global Holdings donated $2.9 million to the Chobani Foundation in 2018 and did not make any donations to Chobani Foundation in 2019 or 2020.

Other Related Party Transactions

On May 14, 2021, in accordance with the terms of the operating agreement of FHU US Holdings, we made a tax distribution to FHU Holdco in the amount of $4.3 million in respect of tax payments and tax advisory fees owed in respect of tax obligations arising from the prior three years. On June 15, 2021, in accordance with the terms of the operating agreement of FHU US Holdings, we made a tax distribution to FHU Holdco in the amount of $51,000.

From time to time, we had a receivable for Hamdi Ulukaya’s personal expenses, which Hamdi Ulukaya periodically repaid in full. As of June 26, 2021, there was no outstanding receivable and, during the prior three years, the largest aggregate balance in any year within such period was $0.9 million as of February 2020. All balances have since been repaid. This arrangement is expected to be terminated prior to the completion of this offering. In addition, we paid and continue to pay certain legal expenses incurred by Hamdi Ulukaya in excess of $120,000 in each of 2019, 2020 and 2021 in connection with a claim filed against Hamdi Ulukaya.

In 2019, we made payments totaling $125,000 to an interior design company owned by an immediate family member of Peter McGuinness for interior design services for our offices.

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Limitations on Liability and Officer and Director Indemnification Agreements

Our directors and executive officers will not be personally liable for our debts, obligations or liabilities, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a director or an executive officer of us. In addition, our bylaws will require us to indemnify our officers and directors to the fullest extent permitted by law, subject to limited exceptions. We expect to enter into indemnification agreements with each of our officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

Review and Approval of Related Person Transactions

In connection with the completion of this offering, we will adopt a written policy pursuant to which the audit committee will review and approve or disapprove certain “related person transactions” (as defined in the policy) with our directors, executive officers and holders of more than 5% of our voting securities and certain of their family members and affiliates. In approving or disapproving any such transaction, we expect that our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee. Any member of the audit committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or vote on approval or disapproval of the transaction. Prior to this offering, pursuant to the terms of the FHU US Holdings limited liability company agreement, Chobani Global Holdings was required to obtain written approval of HOOPP prior to engaging in certain affiliate transactions.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of the material provisions of our capital stock, as well as other material terms of our certificate of incorporation and our bylaws, each of which as will be in effect as of the consummation of this offering. This summary does not purport to be complete and is subject to and qualified in its entirety by our certificate of incorporation and our bylaws, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part.

General

Upon the consummation of this offering, our authorized capital stock will consist of                shares of Class A common stock, $0.001 par value per share,                shares of Class B common stock, $0.001 par value per share and                shares of preferred stock,                 par value per share.

Common Stock

We will have two classes of authorized common stock: Class A common stock and Class B common stock. Each share of Class A common stock is entitled to one vote per share on all matters presented to our stockholders generally. Each share of Class B common is entitled to ten votes per share on all matters presented to our stockholders generally until a Sunset becomes effective. After a Sunset becomes effective, each share of Class B common stock will be entitled to one vote per share instead of ten votes per share. Holders of our common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as provided in our certificate of incorporation or as otherwise required by applicable law. Holders of the Class A common stock and Class B common stock, as the case may be, would have a separate class vote if we subdivide, combine or reclassify shares of the other class without concurrently subdividing, combining or reclassifying shares of such class in a proportional manner. Pursuant to the DGCL, the holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the par value of the shares of such class or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely.

Class A Common Stock

Voting.    Holders of our Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Stockholders do not have the ability to cumulate votes for the election of directors.

Dividends.    Holders of our Class A common stock are entitled to receive dividends when and if declared by our board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

Dissolution and Liquidation.    Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Class A common stock will be entitled to receive pro rata our remaining assets available for distribution.

Other Rights.    Holders of our Class A common stock do not have preemptive, subscription, redemption or conversion rights.

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Issuance of Additional Class A Common Stock.    We may issue additional shares of Class A common stock from time to time, subject to applicable provisions of our certificate of incorporation, bylaws and Delaware law. We are obligated to issue shares of Class A common stock (subject to the transfer and exchange restrictions set forth in the CGH LLC Agreement) to Hamdi Ulukaya (or any other holder) upon the exchange of any of their Class B Units of Chobani Global Holdings for shares of our Class A common stock on a one-for-one basis (unless we elect to satisfy such exchange for cash). We are obligated to issue shares of Class A common stock (subject to the transfer and exchange restrictions set forth in the CGH LLC Agreement) to any holder of vested Class M Units upon the exchange of any of their vested Class M Units of Chobani Global Holdings for shares of our Class A common stock that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units), unless we elect to satisfy such exchange for cash, in our sole discretion. When a Class B Unit is exchanged for a share of our Class A common stock, the corresponding share of our Class B common stock will automatically be retired.

Class B Common Stock

Voting.    Holders of our Class B common stock are entitled to ten votes for each share held of record on all matters submitted to a vote of stockholders prior to a Sunset. See “Organizational Structure—Voting Rights of Common Stock.” After a Sunset becomes effective, holders of our Class B common stock will be entitled to one vote for each share held of record on all matters submitted to stockholders for a vote. Stockholders do not have the ability to cumulate votes for the election of directors.

Dividends.    Holders of our Class B common stock are not entitled to dividends or any other economic rights in respect of their shares of Class B common stock.

Dissolution and Liquidation.    Upon our dissolution or liquidation or the sale of all or substantially all of our assets, the holders of our Class B common stock will not be entitled to receive any distributions.

Other Rights.    Holders of our Class B common stock do not have preemptive, subscription, redemption or conversion rights.

The Class B common stock is subject to automatic retirement upon an exchange of a Class B Unit of Chobani Global Holdings for a share of Class A common stock.

The shares of Class B common stock are generally non-transferable.

Issuance of Additional Class B Common Stock.    We are obligated to issue shares of Class B common stock to holders of Class B Units as necessary to maintain a one-to-one ratio between the number of Class B Units and the number of shares of Class B common stock outstanding, including in connection with a stock split, stock dividend, reclassification or similar transaction. In connection with an exchange of a Class B Unit for cash or shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, the corresponding share of Class B common stock will automatically be retired.

Preferred Stock

Our certificate of incorporation will provide that our board of directors has the authority, without further action by the stockholders, to issue up to                shares of preferred stock. Our board of

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directors will be able to issue preferred stock in one or more series and determine the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon our preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preferences and sinking fund terms, any or all of which may be greater than the rights of our common stock. Issuances of preferred stock could adversely affect the voting power of holders of our common stock and reduce the likelihood that holders of our common stock will receive dividend payments and payments upon liquidation. Any issuance of preferred stock could also have the effect of decreasing the market price of our common stock and could delay, deter or prevent a change in control of our company. Our board of directors does not presently have any plans to issue shares of preferred stock.

Limitations on Liability and Indemnification of Officers and Directors

Our governing documents will limit the liability of, and require us to indemnify, our directors to the fullest extent permitted by the DGCL. The DGCL permits a corporation to limit or eliminate a director’s personal liability to the corporation or the holders of its capital stock for breaches of directors’ fiduciary duties as directors. This limitation is generally unavailable for acts or omissions by a director which (i) were not in good faith, (ii) were the result of intentional misconduct or a knowing violation of law, (iii) the director derived an improper personal benefit from (such as a financial profit or other advantage to which the director was not legally entitled) or (iv) breached the director’s duty of loyalty. The DGCL also prohibits limitations on director liability under Section 174 of the DGCL, which relates to certain unlawful dividend declarations and stock repurchases. Our certificate of incorporation will include provisions that eliminate, to the extent allowable under the DGCL, the personal liability of directors for monetary damages for actions taken as a director. These provisions may have the effect of reducing the likelihood of derivative litigation against directors, even though such an action, if successful, might otherwise benefit us and our stockholders.

Our bylaws will also provide that we must indemnify and advance reasonable expenses to our directors and officers to the fullest extent authorized by the DGCL. We are also expressly authorized to carry directors’ and officers’ insurance for our directors, officers and certain employees for certain liabilities. We maintain insurance that insures our directors and officers against certain losses and which insures us against our obligations to indemnify the directors and officers.

There is currently no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is being sought.

Exclusive Forum Clause

Our certificate of incorporation will provide that, unless we select or consent in writing to the selection of another forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) shall be the exclusive forum for any complaints asserting any “internal corporate claims,” which include claims in the right of our company (i) that are based upon a violation of a duty by a current or former director, officer, employee, or stockholder in such capacity or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery. Further, unless we select or consent to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring an interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our certificate of incorporation. It is possible that a court could find our exclusive forum

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provision to be inapplicable or unenforceable. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. See the section entitled “Risk Factors.”

Delaware Takeover Statute

In general, Section 203 of the DGCL, an anti-takeover provision, prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with an interested stockholder, or person or group owning 15% or more of the corporation’s voting stock, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in the manner prescribed by the DGCL and Delaware Court of Chancery.

We intend to elect in our certificate of incorporation not to be subject to Section 203. Although our certificate of incorporation will contain provisions that have generally the same effect as Section 203, Hamdi Ulukaya, his affiliates, and their respective successors (other than our company), as well as their direct and indirect transferees, will not be deemed to be “interested stockholders,” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions.

Corporate Opportunity

Our certificate of incorporation will provide that Hamdi Ulukaya, HOOPP and their respective affiliates will not have any duty to refrain from corporate opportunities of (1) engaging, directly or indirectly, in same or similar business activities or lines of business as us as long as they do not constitute “core business” (as defined below), or (2) otherwise competing with us with respect to any activity or business that is not a core business corporate opportunity or pursuing any renounced corporate opportunity (as defined below). In the event that Hamdi Ulukaya, HOOPP or any of their respective affiliates acquire knowledge of a potential business opportunity that is a renounced corporate opportunity and which may be a corporate opportunity for us, they will have no duty to communicate or offer such renounced corporate opportunity to us. Our certificate of incorporation will also provide that, to the fullest extent permitted by law, Hamdi Ulukaya, HOOPP and their respective affiliates will not be liable to us, for breach of any fiduciary duty or otherwise, by reason of the fact any of them direct such corporate renounced corporate opportunity to another person, or otherwise do not communicate information regarding such renounced corporate opportunity to us, and we will waive and renounce any claim that such renounced corporate opportunity constituted a corporate opportunity that should have been presented to us. “Core business” means the business of manufacturing, distributing, marketing or selling yogurt, yogurt-based products or other food and beverage products that are manufactured, distributed, marketed or sold by us at the time of determination or that were manufactured, distributed, marketed or sold by us in the prior 24-month period or any business which the board of directors (or a duly authorized committee thereof) or any of our Chief Executive Officer, President, Chief Operating Officer or Chief Financial Officer (or any successor positions to the foregoing positions) is actively planning to manufacture, distribute, market, or sell at the time of determination. To the fullest extent permitted by law, any person purchasing or otherwise acquiring or holding any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the provisions of this waiver. “Renounced corporate opportunity” means any corporate opportunity that is not a “core business corporate opportunity.” “Core business corporate opportunity” means any corporate opportunity that is related to a core business, provided, however, that, notwithstanding anything contained herein to the contrary, the following shall not be considered to be “core business corporate opportunities”: (i) any corporate opportunity related to the business of manufacturing, distributing, marketing or selling coffee or coffee-based products, or tea or tea based products, (ii) any corporate opportunity related to the business of manufacturing, distributing, marketing or selling cheese (whether dairy or non-dairy) or cheese-based products, (iii) any investment in, or any

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and all activities pursued by, La Colombe Torrefaction LLC or Euphrates, Inc., and/or their respective subsidiaries, (iv) any corporate opportunity that we are neither financially or legally able, nor contractually permitted, to undertake; (v) any corporate opportunity that, from its nature, is of no practical advantage to us; (vi) any corporate opportunity, in which we have no interest or reasonable expectancy; (vii) any corporate opportunity that would result or results in the beneficial ownership of securities by Hamdi Ulukaya and his affiliates, or HOOPP and its affiliates, respectively, of (A) 3% or less of the voting power of the publicly traded securities of any person that engages in a core business or (B) any passive investment of 10% or less of the voting power of the securities of any person that engages in a core business; (viii) a corporate opportunity, with respect to which our board of directors (or a duly authorized committee thereof) determines (or determined in the past 30 days) that we should not pursue as a corporate opportunity; and (ix) as it pertains to HOOPP and its affiliates, any corporate opportunity that came to the attention of HOOPP or any of the principals, members, officers, associated funds, employees and/or other representatives of HOOPP or its affiliates other than as a result of HOOPP’s investment in us or the participation by any of HOOPP’s representatives on our board of directors.

Provisions of Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws to be Adopted and Delaware Law That May Have an Anti-Takeover Effect

Provisions of the DGCL and our certificate of incorporation and bylaws could make it more difficult to acquire our company by means of a tender offer, a proxy contest or otherwise, or to remove incumbent executive officers and directors. These provisions, which are summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of these provisions outweigh the disadvantages of discouraging certain takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms and enhance the ability of our board of directors to maximize stockholder value. However, these provisions may delay, deter or prevent a merger or acquisition of us that a stockholder might consider is in its best interest, including those attempts that might result in a premium over the prevailing market price of our common stock.

Classified Board of Directors; Removal of Directors; Vacancies

Our certificate of incorporation will provide that, prior to the Trigger Date (defined as such time when Hamdi Ulukaya ceases own at least 50% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections), our board of directors will be subject to annual elections. Each director will hold office until the next annual meeting of our stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. During such time, directors may be removed with or without cause, and vacancies, including as a result of newly created directorships on the board of directors, may be filled at any time by the stockholders or by remaining directors.

However, from and after the Trigger Date, the board of directors will be divided into three classes of directors, with staggered three-year terms, with the classes to be as nearly equal in number as possible, subject to a seven-year sunset. As a result, approximately one-third of the board of directors will be elected each year. During such time as our board is classified, our certificate of incorporation and bylaws will provide that any director may only be removed for cause and only by the affirmative vote of at least 66 2/3% of the voting power of our outstanding shares of common stock. In addition, during such time, the classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Following the seven-year sunset, each director will again be subject to annual elections. From and after the Trigger Date, vacancies, including as a result of newly created directorships on the board of directors, may be filled at any time only by the remaining directors, or a sole remaining director.

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No Cumulative Voting

The DGCL provides that a stockholder’s right to vote cumulatively in the election of directors does not exist unless the certificate of incorporation specifically provides otherwise. As described above, our certificate of incorporation will not provide for cumulative voting.

Special Meetings of Stockholder

Our bylaws will provide that, from and after the Trigger Date, special meetings of the stockholders may be called only by the board of directors, the Chairperson of our board or our Chief Executive Officer. Prior to the Trigger Date, a special meeting must also be called at the request of our then-controlling stockholder. Our bylaws will prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our company.

Stockholder Action by Written Consent

The DGCL permits any action required to be taken at any annual or special meeting of the stockholders to be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted, unless the certificate of incorporation provides otherwise. Our certificate of incorporation and bylaws will permit stockholder action by written consent prior to the Trigger Date and will preclude stockholder action by written consent from and after the Trigger Date.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as director. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with such advance notice procedures and provide us with certain information. Our bylaws will allow the chairperson of the meeting of stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if such rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of our company.

Supermajority Voting for Amendments to Our Governing Documents

Our certificate of incorporation and our bylaws will provide that the board of directors is expressly authorized to adopt, make, alter, amend or repeal our bylaws. From and after the Trigger Date, any adoption, alteration, amendment or repeal of our bylaws by our stockholders will require the affirmative vote of holders of at least 66 2/3% of the voting power of our outstanding common stock entitled to vote thereon. In addition, our certificate of incorporation will provide that from and after the Trigger Date, certain articles of the certificate of incorporation, including those relating to (i) the board size, classification, removal and vacancies, (ii) stockholder action by written consent, (iii) special meetings of stockholders, (iv) amendment of certificate and bylaws, (v) business combinations with interested stockholders, (vi) liability of directors and (vii) forum selection, may be amended only by a vote of at least 66 2/3% of the voting power of our outstanding common stock entitled to vote thereon.

Authorized but Unissued Shares

As mentioned above, our authorized but unissued shares of common stock and preferred stock will be available for future issuance without the approval of our stockholders. The DGCL does not

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require stockholder approval for any issuance of authorized shares. However, the applicable stock exchange listing requirements require stockholder approval of certain issuances equal to or exceeding 20% of the then-outstanding voting power or the then-outstanding number of shares of common stock. No assurances can be given that our shares will remain so listed. We may use additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. As discussed above, our board of directors has the ability to issue preferred stock with voting rights or other preferences, without stockholder approval. The existence of authorized but unissued shares of 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.

Public Benefit Corporation Status

We are a public benefit corporation under Section 362 of the DGCL. As a public benefit corporation, our board of directors is required under Delaware law to manage or direct our business and affairs in a manner that balances the pecuniary interests of our stockholders, the best interests of those materially affected by our conduct and the specific public benefits identified in our certificate of incorporation. Under Delaware law, our stockholders may bring a derivative suit to enforce this requirement only if they own (individually or collectively), at least 2% of our outstanding shares or, upon the completion of this offering, the lesser of such percentage or shares of at least $2 million in market value.

We believe that our public benefit corporation status will make it more difficult for another party to obtain control of us.

Transfer Agent and Registrar

The Transfer Agent and Registrar for our Class A common stock is Computershare Trust Company, N.A.

Listing

We intend to apply to list our Class A common stock on Nasdaq under the symbol “CHO.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our Class A common stock. Immediately following the consummation of the offering, we will have an aggregate of                shares of Class A common stock outstanding. Of the outstanding shares, the                shares sold in this offering (or                shares if the underwriters exercise in full their option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, except that any shares held by our affiliates, as that term is defined in Rule 144 of the Securities Act, may generally be sold only in compliance with the limitations described below.

In addition, upon consummation of this offering, Hamdi Ulukaya will in the aggregate beneficially own                Class B Units of Chobani Global Holdings. Pursuant to the terms of our certificate of incorporation and the CGH LLC Agreement, Hamdi Ulukaya (or any other holder) may from time to time exchange such Class B Units of Chobani Global Holdings for shares of our Class A common stock on a one-for-one basis, subject to exchange timing and volume limitations and customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Subject to certain restrictions, the CGH LLC Agreement will entitle any holder of Class M Units to exchange their vested Class M Units for cash or a number of shares of Class A common stock, at the election of Chobani Inc. in its sole discretion, that will generally be equal in value to the implied “spread value” of the corresponding Class M Units (calculated based on the excess of the public trading price of Class A common stock at the time of the exchange over the participation threshold of such Class M Units).

We cannot predict what effect, if any, the sales of shares of our Class A common stock from time to time or the availability of shares of our Class A common stock for future sale may have on the market price of our Class A common stock. Sales of substantial amounts of Class A common stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our Class A common stock and could impair our future ability to raise capital through an offering of equity securities or otherwise. See “Risk Factors.”

Lock-Up Agreements

We, our directors, officers, current and former employees and holders of substantially all of our equity securities (each, a “lock-up party”) are subject to lock-up agreements that for a period of 180 days after the date of this prospectus (such period, the “lock-up period”), restrict their ability to offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Class A common stock and Class B common stock, or any options or warrants to purchase any shares of common stock of Chobani Inc., or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock of Chobani Inc., except subject to certain customary exceptions and the Early Release Terms. The customary exceptions include (i) bona fide gifts or charitable contributions; (ii) transfers to any trust, partnership, limited liability company or other entity for the benefit of the lock-up party or an immediate family member, or if the lock-up party is a trust, to any beneficiaries of the trust or the estate of such trust; (iii) pro rata distributions to limited partners, partners, members, stockholders or other equityholders of the lock-up party; (iv) transfers to the lock-up party’s affiliates or to any investment fund or other entity controlled or managed by the lock-up party; (v) exchanges of any units of Chobani Global Holdings (or securities convertible into, exchangeable for or that represent the right to receive units of Chobani Global Holdings) and a corresponding number of shares of Class B common stock into or for shares of Class A common stock (or securities convertible into, exchangeable for or that represent the right to receive shares of Class A common stock); (vi) transfers, conversions, reclassifications, redemptions or exchanges of any securities pursuant to the Reorganization; (vii) transfers by will, other testamentary document or intestate succession or for bona fide estate planning purposes; (viii) transfers by operation of law, such

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as pursuant to an order of a court or regulatory agency or pursuant to a domestic order or in connection with a divorce settlement; (ix) transfers to the Company or its subsidiaries upon exercise of any right in respect of any equity award granted under any incentive plan of the Company or CGH Management Holdings or other arrangement described in this prospectus relating to the offering, or in the exercise of outstanding options, warrants, restricted stock units or other equity interests; and (x) transfers of shares acquired in the Direct Share Program (other than by our directors or officers) or in open market transactions after the completion of this offering.

Notwithstanding the foregoing, a portion of the securities held by the lock-up parties may be sold during the lock-up period when the conditions of the “Early Release Terms” are met, as described in “Underwriting—Lock-Up Agreements.”

Sales of Restricted Securities

Other than the shares sold in this offering, all of the remaining shares of our Class A common stock outstanding following the consummation of the offering or issuable upon exchange for Class B Units of Chobani Global Holdings will be available for sale, subject to the lock-up agreements described above, after the date of this prospectus in registered sales or pursuant to Rule 144 or another exemption from registration. Restricted shares may be sold in the public market only if they are registered or if they qualify for an exemption from registration, including under Rule 144 promulgated under the Securities Act, which is summarized below.

In general, under Rule 144, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our Class A common stock beneficially owned thereby for at least one year without regard to the volume limitations summarized below. However, such non-affiliate need only have beneficially owned such shares to be sold for at least six months if we have been subject to the reporting requirements of the Exchange Act for at least 90 days at the time of such sale and there is adequate current public information about us available. In either case, a non-affiliate may include the holding period of any prior owner other than an affiliate of ours. Under applicable SEC guidance, we believe that for purposes of Rule 144 the holding period for shares of Class A common stock issued in exchange for Class B Units of Chobani Global Holdings will generally include the holding period in the corresponding Class B Units exchanged.

Beginning 90 days after the date of this prospectus (but subject to the lockup described above), our affiliates who have beneficially owned shares of our Class A common stock for at least six months, including the holding period of any prior owner other than one of our affiliates and the holding period for Class B Units of Chobani Global Holdings exchanged for shares of Class A common stock, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of: (i) 1% of the number of shares of our Class A common stock then-outstanding, which will equal approximately                 shares immediately after the consummation of this offering; and (ii) the average weekly trading volume in our Class A common stock on the applicable stock exchange during the four calendar weeks preceding the date of filing of a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale. Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

As a result of the provisions of Rule 144, additional shares will be available for sale in the public market upon the expiration or, if earlier, the waiver of the lock-up period provided for in the lock-up agreements, subject, in some cases, to volume limitations.

Additional Registration Statements

In addition,                shares of Class A common stock may be granted under our equity incentive plans. See “Compensation Discussion and Analysis—2021 Equity Incentive Plan.” We intend to file

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one or more registration statements under the Securities Act after this offering to register up to                shares of our Class A common stock issued or reserved for issuance under the 2021 Plan, the 2021 ESPP, the Chobani Incentive Plan (which includes the Management Plans), the 2016 Growth Sharing Plan, the 2020 Value Sharing Plan and any future equity incentive plans. These registration statements will become effective upon filing, and shares covered by these registration statements will be eligible for sale in the public market immediately after the effective dates of these registration statements, subject to any vesting restrictions and limitations on exercise under the applicable equity incentive plan, the lock-up agreements described in “Underwriting” and, with respect to affiliates, limitations under Rule 144.

Registration Rights

Concurrently with the closing of this offering and the Reorganization, we intend to enter into the Stockholders’ Agreement with FHU US Holdings and HOOPP. This agreement will provide Hamdi Ulukaya, through his controlling ownership of FHU US Holdings, with registration rights whereby, at any time following the lock-up restrictions described in this prospectus, he will have the right to require us to register under the Securities Act the shares of Class A common stock issuable upon exchange of Class B Units held by FHU US Holdings. HOOPP will also be entitled to limited registration rights with respect to their shares of Class A common stock, following the lockup restrictions. The Stockholders’ Agreement will also provide for piggyback registration rights for Hamdi Ulukaya and HOOPP, subject to certain conditions and exceptions. For more information, see “Certain Relationships and Related Person Transactions—Proposed Transactions with Chobani Inc.—Stockholders’ Agreement.” After such registration, these shares of our Class A common stock will become freely tradable without restriction under the Securities Act.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF CLASS A COMMON STOCK

The following discussion is a summary of the material U.S. federal income tax considerations to a Non-U.S. Holder (as defined below) that purchases our Class A common stock in this offering for cash at the public offering price. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular Non-U.S. Holders in light of their special circumstances or to Non-U.S. Holders subject to special tax rules (including a “controlled foreign corporation,” “passive foreign investment company,” company that accumulates earnings to avoid U.S. federal income tax, tax-exempt organization, financial institution, broker or dealer in securities or former U.S. citizen or resident). Except as specifically provided herein, this discussion does not address any aspect of U.S. federal taxation other than U.S. federal income taxation or any aspect of state, local or non-U.S. taxation. In addition, this discussion deals only with U.S. federal income tax consequences to a Non-U.S. Holder that acquires our Class A common stock in this offering and holds our Class A common stock as a capital asset.

This summary is based on current U.S. federal income tax law, which is subject to change, possibly with retroactive effect.

A “Non-U.S. Holder” is a beneficial owner of our Class A common stock that is an individual, corporation, trust or estate that is not, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust, the administration of which is subject to the primary supervision of a court within the United States and for which one or more U.S. persons have the authority to control all substantial decisions, or that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

If an entity or arrangement classified as a partnership for U.S. federal income tax purposes is a beneficial owner of our Class A common stock, the U.S. federal income tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. Entities or arrangements classified as partnerships for U.S. federal income tax purposes and their partners holding our Class A common stock should consult their own tax advisors concerning the U.S. federal income and other tax consequences of investing in our Class A common stock.

This summary is included herein as general information only. Accordingly, each prospective purchaser of our Class A common stock is urged to consult its tax advisor with respect to U.S. federal, state, local and non-U.S. income and other tax consequences of holding and disposing of our Class A common stock.

If you are considering the purchase of our Class A common stock, you should consult your own tax advisors concerning the particular U.S. federal income and estate tax consequences to you of the ownership of the Class A common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Distributions

We do not currently expect to pay dividends on our Class A common stock. The distributions, if any, of cash or property that we make with regard to our Class A common stock (other than certain pro rata

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distributions of our stock) will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Dividends paid to a Non-U.S. Holder of our Class A common stock that are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a duly completed and properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate. These certifications must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. If the amount of a distribution exceeds our current or accumulated earnings and profits, such excess first will be treated as a tax-free return of capital to the extent of a Non-U.S. Holder’s tax basis in its shares of our Class A common stock, and thereafter will be treated as capital gain from the sale or exchange of the Non-U.S. Holder’s shares of Class A common stock. A Non-U.S. Holder that does not timely furnish the required documentation, but is eligible for a reduced rate of withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service (the “IRS”). Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty and the manner of claiming the benefits of such treaty.

Dividends that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business within the United States and, if such Non-U.S. Holder is entitled to claim treaty benefits (and the Non-U.S. Holder complies with applicable certification and other requirements), that are attributable to a permanent establishment (or, for an individual, a fixed base) maintained by such Non-U.S. Holder within the United States are not subject to the withholding tax described above but instead are subject to U.S. federal income tax on a net income basis at applicable graduated U.S. federal income tax rates. In order for its effectively connected dividends to be exempt from the withholding tax described above, a Non-U.S. Holder will be required to provide a duly completed and properly executed 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. Dividends received by a Non-U.S. Holder that is a corporation that are effectively connected with its conduct of a trade or business within the United States may be subject to an additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

Sale, Exchange, or Other Taxable Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized upon the sale, exchange, or other taxable disposition of shares of our Class A common stock, unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States and, if the Non-U.S. Holder is entitled to claim treaty benefits (and the Non-U.S. Holder complies with applicable certification and other requirements), is attributable to a permanent establishment (or, for an individual, a fixed based) maintained by the Non-U.S. Holder within the United States; (ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or (iii) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time within the shorter of the five-year period ending on the date of disposition or the period that such Non-U.S. Holder held shares of our Class A common stock. We do not believe that we have been, currently are, or will become, a United States real property holding corporation. If we were or were to become a United States real property holding corporation at any time during the applicable period, however, any gain recognized on a disposition of our Class A common stock by a Non-U.S. Holder that did not own (directly, indirectly, or constructively) more than 5% of our Class A common stock during the applicable period would not be subject to U.S. federal income tax, provided that our common stock is “regularly traded on an established securities market” (within the meaning of Section 897(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)).

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An individual Non-U.S. Holder who is subject to U.S. federal income tax because the Non-U.S. Holder was present in the United States for 183 days or more during the year of disposition and meets certain other conditions is taxed on its gains (including gains from the disposition of our common stock and net of applicable U.S. source losses from dispositions of other capital assets recognized during the year) at a flat rate of 30% or such lower rate as may be specified by an applicable income tax treaty. A Non-U.S. Holder for whom gain recognized on the disposition of our common stock is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States and, if the Non-U.S. Holder is entitled to claim treaty benefits (and the Non-U.S. Holder complies with applicable certification and other requirements), is attributable to a permanent establishment (or, for an individual, a fixed base) maintained by the Non-U.S. Holder within the United States generally will be taxed on any such gain on a net income basis at applicable graduated U.S. federal income tax rates and, in the case of a Non-U.S. Holder that is a non-U.S. corporation, the branch profits tax discussed above generally may also apply.

Information Reporting Requirements and Backup Withholding

The amount of dividends or proceeds paid to a Non-U.S. Holder, the name and address of the Non-U.S. Holder and the amount of tax, if any, withheld generally will be reported to the IRS. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides. A Non-U.S. Holder generally will be required to provide proper certification (usually on a Form W-8BEN or Form W-8BEN-E, as applicable) to establish that the Non-U.S. Holder is not a U.S. person or otherwise qualifies for an exemption in order to avoid backup withholding tax with respect to our payment of dividends on, or the proceeds from the disposition of, our Class A common stock. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against that Non-U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. Each Non-U.S. Holder should consult its tax advisor regarding the application of the information reporting rules and backup withholding to it.

Additional Withholding Tax on Payments Made to Foreign Accounts

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as “FATCA”), payments of dividends on and the gross proceeds of dispositions of our Class A common stock paid to (i) a “foreign financial institution” (as specifically defined in the Code) or (ii) a “non-financial foreign entity” ( as specifically defined in the Code) will be subject to a withholding tax at a rate of 30%, 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 from these rules applies. Under proposed U.S. Treasury regulations, the preamble to which states that taxpayers may rely on the proposed U.S. Treasury regulations until final U.S. Treasury regulations are issued, this withholding tax will not apply to the gross proceeds from the sale or disposition of our Class A common stock. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements.

As discussed above under “—Distributions,” a dividend payment may be subject to a 30% withholding tax. While a payment with respect to our Class A common stock could be subject to both FATCA withholding and the withholding tax discussed above under “—Distributions,” the maximum rate of U.S. withholding on such payment would not exceed 30%. Non-U.S. Holders should consult their tax advisors regarding the possible implications of FATCA withholding tax on their investment in our Class A common stock (including the possibility of FATCA withholding on payments made to financial intermediaries through which the Non-U.S. Holders hold their Class A common stock).

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UNDERWRITING

The Company and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC and BofA Securities, Inc. are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman Sachs & Co. LLC
BofA Securities, Inc.
J.P. Morgan Securities LLC
Barclays Capital Inc.
TD Securities (USA) LLC
Stifel, Nicolaus & Company, Incorporated
KeyBanc Capital Markets Inc.
Canaccord Genuity LLC
Academy Securities, Inc.
C.L. King & Associates, Inc.
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
Total:

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional              shares from the Company to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase              additional shares.

Paid by the Company

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

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 of up to $         per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. 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.

Lock-Up Agreements

We, our directors, officers, current and former employees and holders of substantially all of our equity securities (each, a “lock-up party”) are subject to lock-up agreements that for a period of

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180 days after the date of this prospectus (such period, the “lock-up period”), restrict their ability to offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Class A common stock and Class B common stock, or any options or warrants to purchase any shares of common stock of Chobani Inc., or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock of Chobani Inc., except subject to certain customary exceptions and the Early Release Terms. The customary exceptions, applicable to everyone other than us, include (i) bona fide gifts or charitable contributions; (ii) transfers to any trust, partnership, limited liability company or other entity for the benefit of the lock-up party or an immediate family member, or if the lock-up party is a trust, to any beneficiaries of the trust or the estate of such trust; (iii) pro rata distributions to limited partners, partners, members, stockholders or other equityholders of the lock-up party; (iv) transfers to the lock-up party’s affiliates or to any investment fund or other entity controlled or managed by the lock-up party; (v) exchanges of any units of Chobani Global Holdings (or securities convertible into, exchangeable for or that represent the right to receive units of Chobani Global Holdings) and a corresponding number of shares of Class B common stock into or for shares of Class A common stock (or securities convertible into, exchangeable for or that represent the right to receive shares of Class A common stock); (vi) transfers, conversions, reclassifications, redemptions or exchanges of any securities pursuant to the Reorganization; (vii) transfers by will, other testamentary document or intestate succession or for bona fide estate planning purposes; (viii) transfers by operation of law, such as pursuant to an order of a court or regulatory agency or pursuant to a domestic order or in connection with a divorce settlement; (ix) transfers to the Company or its subsidiaries upon exercise of any right in respect of any equity award granted under any incentive plan of the Company or CGH Management Holdings or other arrangement described in this prospectus relating to the offering, or in the exercise of outstanding options, warrants, restricted stock units or other equity interests; and (x) transfers of shares acquired in the Direct Share Program (other than by officers and directors) or in open market transactions after the completion of this offering.

The foregoing restrictions do not apply to us with respect to (i) the shares to be sold in this offering pursuant to the Underwriting Agreement, (ii) the securities issued, transferred, redeemed or exchanged in connection with the Reorganization, (iii) the issuance of options to purchase shares of any series of Class A or Class B common stock and other equity incentive compensation, including restricted stock or restricted stock units, under stock option or similar plans described in this prospectus, (iv) any shares of any series of Class A or Class B common stock issued upon the exercise of options granted under such stock option or similar plans described in this prospectus.

Goldman Sachs & Co. LLC and BofA Securities, Inc., in their sole discretion, may release the securities subject to the lock-up agreements described above in whole or in part at any time.

Notwithstanding the foregoing, a portion of the securities held by the lock-up parties may be sold during the lock-up period when the following conditions are met, which we refer to as the “Early Release Terms”:

• if the lock-up party is a current employee, other than a director or officer (within the meaning of Section 16(a) of the Exchange Act or as named in this prospectus), the lock-up party may sell in the public market, beginning at the commencement of trading on the second trading day on which the Class A common stock is traded on the Nasdaq Global Select Market, a number of shares of Class A Common Stock not to exceed (i) the aggregate number of shares of Class A common stock issuable to the lock-up party in connection with up to 40% of the vested awards held by the undersigned as of the date set forth on the cover of this prospectus (the “Public Offering Date”) under the 2016 Growth Sharing Plan and/or the 2020 Value Sharing Plan (after taking into account the acceleration of up to two years of vesting under the 2020 Value Sharing Plan and the net settlement of units to satisfy the lock-up party’s tax withholding obligations) plus (ii) the aggregate number of shares of Class A Common Stock issuable to the lock-up party in connection with up to 15% of the vested awards held by such lock-up party as of the Public Offering Date under the 2016 Management Plan and/or the 2020 Management Plan; and

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• if the lock-up party is a current employee, director or officer, the lock-up period shall expire (the “Early Release”), with respect to a number of shares of Class A Common Stock not to exceed the aggregate number of shares of Class A Common Stock issuable to the undersigned in connection with up to 30% of the vested units held by the lock-up party under the 2016 Management Plan and/or the 2020 Management Plan as of the Publication Date (as defined below) (less any units sold by the lock-up party under the first bullet above or sold to the Company in connection with this offering), on the trading day following the date that Chobani Inc. publishes its first quarterly or annual financial results (the “Publication Date”) following the Public Offering Date (which for this purpose shall not include publication of “flash” numbers or preliminary, partial earnings). Chobani Inc. may, in its sole discretion, extend the date of the Early Release as reasonably needed for administrative processing or to the extent such release date would occur during a blackout period. Mr. Ulukaya does not own any such shares and therefore this release will not apply to him.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application will be made to list the shares on Nasdaq under the symbol “CHO.”

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover 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 cover 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 additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such 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 the 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 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.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the

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common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the                , in the over-the-counter market or otherwise.

The Company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $                 . The Company has also agreed to reimburse the underwriters for certain FINRA-related expenses incurred by them in connection with the offering in an amount up to $                 .

The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of our shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments. Certain of the underwriters may offer and sell the shares through one or more of their respective affiliates or other registered broker-dealers or selling agents. An affiliate of BofA Securities, Inc. acts as administrative agent under our First Lien Credit Agreement. Certain of the underwriters or their affiliates are also lenders and/or arrangers under our Revolving Credit Facility and Term Loan Facility. Further, Giovanni (John) Prato, one of our directors, is the Deputy Chair of TD Securities.

Goldman Sachs Bank USA, an affiliate of Goldman, Sachs & Co. LLC, one of the underwriters of this offering, has entered into loan agreements with Hamdi Ulukaya, our Founder, Chief Executive Officer and Chairperson. Under the loan agreements, Goldman Sachs Bank USA has agreed to make loans up to an aggregate principal amount of $205 million, of which $148.5 million was outstanding as of August 12, 2021. Prior to the Reorganization, obligations under the loan agreements are secured by a pledge of 17.8% of the equity of FHU US Holdings, whose sole asset following the offering is     % of the

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fully diluted equity of Chobani. The pledge of equity by Hamdi Ulukaya to secure obligations under the loan agreements entered into with Goldman Sachs Bank USA is exempt from the transfer and pledge restrictions provided by the lock-up agreements described in this prospectus. Goldman Sachs Bank USA has received customary fees and expense reimbursements in connection with these loans. As a regulated entity, Goldman Sachs Bank USA makes decisions regarding making and managing its loans independent of Goldman Sachs & Co. LLC.

Directed Share Program

At our request, the underwriters have reserved for sale at the initial public offering price up to     % of the Class A common stock being offered for sale, to certain individuals associated with the Company. The directed share program (the “Directed Share Program”) will be arranged through             . We will offer these shares to the extent permitted under applicable regulations in the United States and in various countries. Pursuant to the underwriting agreement, the sales will be made by the representatives through a directed share program. The number of shares of Class A common stock available for sale to the general public will be reduced to the extent that such persons purchase such reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares of Class A common stock offered hereby. Any directors and officers that buy shares of Class A common stock through the Directed Share Program will be subject to a 180-day lock-up period with respect to such shares. We have agreed to indemnify the representatives in connection with the directed share program, including for the failure of any participant to pay for its shares of Class A common stock. Other than the underwriting discount described on the front cover of this prospectus, the underwriters will not be entitled to any commission with respect to shares of Class A common stock sold pursuant to the Directed Share Program.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area and the United Kingdom (each a “Relevant State”), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that it may make an offer to the public in that Relevant State of any shares at any time under the following exemptions under the Prospectus Regulation:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of representatives for any such offer; or

(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the shares shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

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We have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of us or the underwriters.

United Kingdom

In relation to the United Kingdom, no shares of common stock have been offered or will be offered pursuant to this offering to the public in the United Kingdom prior to the publication of a prospectus in relation to the shares that either (i) has been approved by the Financial Conduct Authority, or (ii) is to be treated as if it had been approved by the Financial Conduct Authority in accordance with the transitional provision in Regulation 74 of the Prospectus (Amendment etc.) (EU Exit) Regulations 2019, except that offers of shares may be made to the public in the United Kingdom at any time under the following exemptions under the UK Prospectus Regulation:

(a)     to any legal entity which is qualified investor as defined in Article 2 of the UK Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation); or

(c) in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (“FSMA”)

provided that no such offer of shares shall require the Issuer or any representative to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any relevant state means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase or subscribe for any shares, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

We have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of us or the underwriters.

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in Article 2 of the UK Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”) or otherwise in circumstances which have not resulted and will not result in an offer to the public of the shares in the United Kingdom within the meaning of the FSMA.

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Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.

Canada

The shares 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 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 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.

Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities 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” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made under that Ordinance.

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, or the SFA, (ii) to a relevant person pursuant to Section 275(1), 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, in each case subject to compliance with conditions set forth in the SFA.

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Where our shares are subscribed or purchased under Section 275 by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) 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 of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or

(5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Solely for the purposes of its obligations pursuant to Section 309B of the SFA, we have determined, and hereby notify all relevant persons (as defined in the CMP Regulations 2018), that the shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

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Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority (“FINMA”) as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (“CISA”), and accordingly the shares being offered pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the shares have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the shares offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The shares may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended (“CISO”), such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the shares are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the shares on the SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the common shares may only be made to persons (the “Exempt Investors”), who are:

(a) “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act; and

(b) “wholesale clients” (within the meaning of section 761G of the Corporations Act),

so that it is lawful to offer the common shares without disclosure to investors under Chapters 6D and 7 of the Corporations Act.

The common shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapters 6D and 7 of the Corporations Act would not be required pursuant to an exemption under both section 708 and Subdivision B of Division 2 of Part 7.9 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapters 6D and 7 of the Corporations Act. Any person acquiring common shares must observe such Australian on-sale restrictions.

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This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

LEGAL MATTERS

The validity of the shares of Class A common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP. Certain legal matters in connection with the shares of Class A common stock offered hereby will be passed upon for the underwriters by Davis Polk & Wardwell LLP.

EXPERTS

The consolidated financial statements of Chobani Global Holdings, LLC at December 26, 2020 and December 28, 2019, and for each of the three years in the period ended December 26, 2020; and the balance sheet of Chobani, Inc. at June 15, 2021 appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon the reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act relating to the shares of our Class A common stock offered by this prospectus. 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 thereto. For more information regarding us and the shares of our Class A common stock offered by this prospectus, we refer you to the full registration statement, including the exhibits and schedules filed therewith. This prospectus summarizes certain provisions of certain contracts and other documents filed as exhibits to which we refer you. Because the summaries may not contain all of the information that you may find important, you should review the full text of those documents.

The SEC maintains a website at www.sec.gov that contains reports, information statements and other information regarding issuers that file electronically with the SEC. Our registration statement, of which this prospectus constitutes a part, can be downloaded from the SEC’s website. As a result of the offering, we will become subject to the reporting requirements of the Exchange Act and will file with or furnish to the SEC periodic reports and other information. We intend to furnish or make available to our stockholders annual reports containing our audited financial statements prepared in accordance with GAAP. We also intend to furnish or make available to our stockholders quarterly reports containing our unaudited interim financial information, for the first three fiscal quarters of each fiscal year. Our website is located at www.chobani.com. Following the completion of this offering, we intend to make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information contained on our website or linked therein or otherwise connected thereto does not constitute part of nor is it incorporated by reference into this prospectus or the registration statement of which this prospectus forms a part.

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INDEX TO FINANCIAL STATEMENTS

	Page No.
Chobani Inc
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of June 15, 2021		F-3
Notes to Balance Sheet		F-4
Unaudited Consolidated Financial Statements
Balance Sheets as of June 26, 2021 and June 15, 2021		F-5
Notes to Balance Sheets		F-6
Chobani Global Holdings, LLC
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm		F-7
Consolidated Balance Sheets as of December 26, 2020 and December 28, 2019		F-9
Consolidated Statements of Operations for the years ended December 26, 2020, December 28, 2019 and December 29, 2018		F-10
Consolidated Statements of Comprehensive Loss for the years ended December 26, 2020, December 28, 2019, December 29, 2018		F-11
Consolidated Statements of Redeemable Common Units and Members’ Deficit for the years ended December 26, 2020, December 28, 2019 and December 29, 2018		F-12
Consolidated Statements of Cash Flows for the years ended December 26, 2020, December 28, 2019 and December 29, 2018		F-13
Notes to Consolidated Financial Statements		F-14
Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts for the years ended December 26, 2020, December 28, 2019 and December 29, 2018		F-45
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets (Unaudited) as of June 26, 2021 and December 26, 2020		F-46
Consolidated Statements of Operations (Unaudited) for the three and six months ended June 26, 2021 and June 27, 2020		F-47
Consolidated Statements of Comprehensive Loss (Unaudited) for the three and six months ended June 26, 2021 and June 27, 2020		F-48
Consolidated Statements of Redeemable Common Units and Members’ Deficit (Unaudited) for the three months ended June 26, 2021 and June 27, 2020		F-49
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three and six months ended June 26, 2021 and June 27, 2020		F-50
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-51

F-1

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Chobani Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Chobani Inc. (the Company) as of June 15, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at June 15, 2021 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor have we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting 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.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2021.

Buffalo, New York

August 16, 2021

F-2

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Inc.

Balance Sheet

(in thousands, except share data)

	June 15, 2021
Assets
Cash and cash equivalents	$	—
Total assets	$	—
Liabilities
Total liabilities	$	—
Shareholder’s Equity
Class B Common stock, $0.001 par value, 1,000 shares authorized, 0 shares issued and outstanding	$	—
Additional paid in capital		—
Accumulated deficit		—
Total shareholder’s equity		—
Total liabilities and shareholder’s equity	$	—

See accompanying notes.    

F-3

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

1. Business and Summary of Significant Accounting Policies

Organization

Chobani Inc. (“the Company”) was incorporated as a Delaware corporation on June 15, 2021. Pursuant to a planned reorganization into a holding company structure, the Company will be a holding company and its principal asset will be the Class A Units of Chobani Global Holdings, LLC. As the managing member of Chobani Global Holdings, LLC, the Company will operate and control all of the business and affairs of Chobani Global Holdings, LLC and its subsidiaries and, through Chobani Global Holdings, LLC and its subsidiaries, conduct the Company’s business.

Basis of Presentation

The Balance Sheet has been prepared in accordance with accounting principles generally accepted in the United States of America. Separate Statements of Operations, Shareholder’s Equity and Cash Flows have not been presented because there have been no activities in this entity.

2. Shareholders Equity

The Company, under its certificate of incorporation dated June 15, 2021, is authorized to issue 1,000 shares of common stock, par value $0.001 per share (“Common Stock”).

3. Subsequent Events

The Company has evaluated events through August 16, 2021 the date the financial statements were available to be issued.

F-4

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Inc.

Balance Sheets (Unaudited)

(in thousands, except share data)

	June 26, 2021		June 15, 2021
Assets
Cash and cash equivalents	$	—	$	—
Total assets	$	—	$	—
Liabilities
Total liabilities	$	—	$	—
Shareholder’s Equity
Common stock, $0.001 par value, 1,000 shares authorized, 0 shares issued and outstanding	$	—	$	—
Additional paid in capital		—		—
Accumulated deficit		—		—
Total shareholder’s equity		—		—
Total liabilities and shareholder’s equity	$	—	$	—

See accompanying notes.

F-5

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani, Inc.

Notes to Balance Sheet as of June 26, 2021 (Unaudited)

1. Business and Summary of Significant Accounting Policies

Organization

Chobani Inc. (“the Company”) was incorporated as a Delaware corporation on June 15, 2021. Pursuant to a planned reorganization into a holding company structure, the Company will be a holding company and its principal asset will be the Class A Units of Chobani Global Holdings, LLC. As the managing member of Chobani Global Holdings, LLC, the Company will operate and control all of the business and affairs of Chobani Global Holdings, LLC and its subsidiaries and, through Chobani Global Holdings, LLC and its subsidiaries, conduct the Company’s business.

Basis of Presentation

The Balance Sheets have been prepared in accordance with accounting principles generally accepted in the United States of America. Separate Statements of Operations, Shareholder’s Equity and Cash Flows have not been presented because there have been no activities in this entity.

2. Shareholder’s Equity

The Company, under its certificate of incorporation dated June 15, 2021, is authorized to issue 1,000 shares of common stock, par value $0.001 per share (“Common Stock”).

3. Subsequent Events

The Company has evaluated events through August 16, 2021 the date the financial statements were available to be issued.

F-6

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Manager of Chobani Global Holdings, LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Chobani Global Holdings, LLC (the Company) as of December 26, 2020 and December 28, 2019, the related consolidated statements of operations, comprehensive loss, redeemable common units and members’ deficit and cash flows for each of the three years in the period ended December 26, 2020, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 26, 2020 and December 28, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 26, 2020, in conformity with U.S. generally accepted accounting principles.

Adoption of New Accounting Standards

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases as a result of the adoption of ASU No. 2016-02, Leases (Topic 842), as amended, effective December 30, 2018.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements,

F-7

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

	Valuation of Trade Allowance
Description of the Matter	The balance of the Company’s trade allowance as of December 26, 2020 was $38.5 million. As discussed in Note 1 to the consolidated financial statements, the Company promotes its products through trade promotions and consumer incentives including, but not limited to, discounts, rebates, coupons, and in-store display incentives. The Company recognizes the estimated costs of these sales incentives as variable consideration using the expected value method to determine the reduction to revenue with a corresponding reduction to accounts receivable at the time of revenue recognition. Auditing management’s calculation of the trade allowance was highly subjective and required significant judgment as a result of the nature of the required estimates and assumptions. In particular, the estimates required an analysis of programs offered, historical sales, expectations regarding customer and consumer participation, and historical experience with deduction patterns associated with similar programs offered in the past. The estimated cost of these programs is sensitive to changes in trends with regard to customer and consumer participation.
How We Addressed the Matter in Our Audit	To test the balance of the trade allowance we performed audit procedures that included, among others, assessing (1) the methodology used by management to estimate the expected value of unsettled trade promotions and consumer incentives, (2) whether all material accrued trade promotions and consumer incentive programs were properly included in management’s estimate, and (3) the significant assumptions and underlying data used in management’s analysis. Specifically, when evaluating the significant assumptions and underlying data, we compared them to historical sales and customer deduction patterns and assumptions used in prior periods. Further, we performed a retrospective review of actual customer deductions taken for trade promotions and consumer incentives to evaluate the historical accuracy of the Company’s trade allowance estimates. In addition, we performed sensitivity analyses of the significant assumptions to evaluate the changes in the estimate that would result from changes in the assumptions.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2011.

Buffalo, New York

July 6, 2021

F-8

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

	December 26, 2020			December 28, 2019
Assets
Current assets:
Cash and cash equivalents	$	90,433		$	47,474
Accounts receivable, net		48,563			63,711
Due from related party		1,327			2,034
Inventories, net		62,363			62,337
Other current assets		21,648			26,741
Total current assets		224,334			202,297
Property, plant, and equipment, net		665,475			731,992
Operating lease right of use assets		43,994			45,995
Goodwill		22,947			22,853
Intangible assets, net		10,783			11,076
Deferred income taxes		4,044			3,863
Other assets, net		32,853			26,607
Total assets	$	1,004,430		$	1,044,683
Liabilities and deficit
Current liabilities:
Current portion of long-term debt	$	31,781		$	15,444
Accounts payable		97,700			104,191
Accrued expenses and other current liabilities		107,476			109,797
Total current liabilities		236,957			229,432
Long-term debt		1,361,613			1,349,848
Operating lease liabilities		45,580			49,998
Other long-term liabilities		4,946			4,055
Total liabilities		1,649,096			1,633,333
Commitments and contingencies (Note 16)
Redeemable Class A Common Units, 298,451,086 units authorized, issued and outstanding at December 26, 2020 and December 28, 2019		2,213,062			2,058,524
Members’ Deficit:
Class B Common Units, 42,635,870 units authorized, at December 26, 2020 and December 28, 2019 and 21,079,489 and 15,497,389 issued and outstanding at December 26, 2020 and December 28, 2019, respectively		15,891			11,462
Accumulated deficit		(2,852,317	)		(2,634,359	)
Accumulated other comprehensive loss		(21,302	)		(24,277	)
Total members’ deficit		(2,857,728	)		(2,647,174	)
Total redeemable common units and members’ deficit		(644,666	)		(588,650	)
Total liabilities and redeemable common units and members’ deficit	$	1,004,430		$	1,044,683

See accompanying notes.

F-9

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Net sales	$	1,401,371		$	1,331,697		$	1,289,811
Cost of sales		1,091,156			1,003,948			956,452
Gross profit		310,215			327,749			333,359
Selling, general, and administrative expenses		266,135			250,650			272,243
Restructuring costs		2,330			446			1,707
Income from operations		41,750			76,653			59,409
Other (expense) income:
Interest expense, net		(96,278	)		(95,135	)		(93,201	)
Other (expense) income, net		(1,050	)		1,321			(9,076	)
Gain on extinguishment of debt		—			—			17,721
Currency (loss) gain		(39	)		(786	)		169
Total other expense		(97,367	)		(94,600	)		(84,387	)
Loss before income taxes		(55,617	)		(17,947	)		(24,978	)
Income tax provision		3,105			1,484			1,440
Net loss	$	(58,722	)	$	(19,431	)	$	(26,418	)

See accompanying notes.

F-10

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Net loss	$	(58,722	)	$	(19,431	)	$	(26,418	)
Other comprehensive loss:
Unrealized (loss) gain on interest rate swap		(1,711	)		(6,907	)		1,242
Foreign currency translation adjustment		4,686			(612	)		(4,876	)
Total other comprehensive income (loss)		2,975			(7,519	)		(3,634	)
Total comprehensive loss	$	(55,747	)	$	(26,950	)	$	(30,052	)

See accompanying notes.

F-11

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON UNITS AND MEMBERS’ DEFICIT

(in thousands, except unit data)

	Redeemable Common Units					Members’ Deficit
	Class A Units					Class B Units
	Number of units		Amount			Number of units			Amount		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Members’ Deficit
December 30, 2017		298,451,086	$	1,772,652			18,548,924		$	6,004	$	(2,279,034	)	$	(13,124	)	$	(2,286,154	)
Capital contribution		—		10,787			—			—		—			—			—
Capital distribution		—		(34,354	)		—			—		—			—			—
Issuance of units		—		—			2,188,201			—		—			—			—
Forfeiture of units		—		—			(4,261,677	)		—		—			—			—
Profits interest compensation costs		—		—			—			1,483		—			—			1,483
Decrease in redemption value of Class A Units		—		(147,982	)		—			—		147,982			—			147,982
Other comprehensive loss		—		—			—			—		—			(3,634	)		(3,634	)
Net loss		—		—			—			—		(26,418	)		—			(26,418	)
December 29, 2018		298,451,086		1,601,103			16,475,448			7,487		(2,157,470	)		(16,758	)		(2,166,741	)
Cumulative effect of accounting change		—		—			—			—		(37	)		—			(37	)
Issuance of units		—		—			628,047			—		—			—			—
Forfeiture of units		—		—			(1,606,106	)		—		—			—			—
Profits interest compensation costs		—		—			—			3,975		—			—			3,975
Increase in redemption value of Class A Units		—		457,421			—			—		(457,421	)		—			(457,421	)
Other comprehensive loss		—		—			—			—		—			(7,519	)		(7,519	)
Net loss		—		—			—			—		(19,431	)		—			(19,431	)
December 28, 2019		298,451,086		2,058,524			15,497,389			11,462		(2,634,359	)		(24,277	)		(2,647,174	)
Capital distribution		—		(4,698	)		—			—		—			—			—
Issuance of units		—		—			6,517,349			—		—			—			—
Forfeiture of units		—		—			(935,249	)		—		—			—			—
Profits interest compensation costs		—		—			—			4,429		—			—			4,429
Increase in redemption value of Class A Units				159,236			—			—		(159,236	)		—			(159,236	)
Other comprehensive income		—		—			—			—		—			2,975			2,975
Net loss		—		—			—			—		(58,722	)		—			(58,722	)
December 26, 2020		298,451,086	$	2,213,062			21,079,489		$	15,891	$	(2,852,317	)	$	(21,302	)	$	(2,857,728	)

See accompanying notes.

F-12

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Operating activities
Net loss	$	(58,722	)	$	(19,431	)	$	(26,418	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		108,986			96,515			101,166
Amortization of deferred financing costs		6,196			4,223			3,807
Amortization of original issue discount and premium, net		901			401			397
Provision for doubtful accounts		(358	)		14			(47	)
Loss on disposal of equipment		2,194			844			3,553
Asset write off		12,778			—			—
Gain on extinguishment of debt		—			—			(17,721	)
Deferred income taxes		169			(609	)		(993	)
Profits interest compensation costs		4,429			3,975			1,483
Changes in:
Accounts receivable, net		11,606			(7,512	)		(795	)
Due from related party		703			(1,357	)		725
Inventories, net		592			(16,347	)		2,399
Other assets		8,543			(1,054	)		(9,901	)
Accounts payable		311			7,584			(9,341	)
Accrued expenses and other liabilities		7,302			11,890			4,250
Net cash provided by operating activities		105,630			79,136			52,564
Investing activities
Capital expenditures		(73,461	)		(83,071	)		(65,735	)
Proceeds from disposal of property, plant and equipment		14			144			39
Net cash used in investing activities		(73,447	)		(82,927	)		(65,696	)
Financing activities
Proceeds from long-term debt		825,000			—			—
Borrowings under revolving credit facility		20,000			—			—
Borrowings under trade finance facility		20,000			—			—
Borrowings under lines of credit		7,664			—			2,812
Proceeds from equipment finance facility		9,474			18,835			—
Repayments of revolving credit facility		(20,000	)		—			—
Repayments of trade finance facility		(20,000	)		—			—
Repayments of lines of credit		(7,664	)		—			(1,451	)
Payments of equipment finance facility		(7,368	)		(3,916	)		(4,152	)
Repayments of notes payable		—			—			(449	)
Repayments of long-term debt		(797,396	)		(8,266	)		(11,745	)
Payments of deferred financing costs		(15,264	)		—			(383	)
Capital contribution		—			—			10,787
Capital distribution		(4,698	)		—			(34,354	)
Net cash provided by (used in) financing activities		9,748			6,653			(38,935	)
Effect of exchange rate changes on cash and cash equivalents		1,028			(590	)		(828	)
Net increase (decrease) in cash and cash equivalents		42,959			2,272			(52,895	)
Cash and cash equivalents at beginning of period		47,474			45,202			98,097
Cash and cash equivalents at end of period	$	90,433		$	47,474		$	45,202
Supplemental cash flow information
Cash paid for:
Interest	$	85,892		$	92,539		$	86,707
Income taxes		3,332			1,720			2,490
Noncash transactions:
Property, plant and equipment purchases included in accounts payable and accrued expenses and other current liabilities		14,855			55,330			22,250

See accompanying notes.

F-13

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Years Ended December 2020, 2019 and 2018

1. Business and Summary of Significant Accounting Policies

Organization

Chobani manufactures, markets, distributes and sells Greek yogurt and other products in the United States and select international markets. Chobani was founded in 2005 by Hamdi Ulukaya and is operated through a holding company, Chobani Global Holdings, LLC, a Delaware limited liability company. Chobani Global Holdings, LLC operates through its direct and indirect, wholly owned subsidiaries. All of the Class A Units of Chobani Global Holdings, LLC are held by FHU US Holdings, LLC. FHU US Holdings is controlled by Hamdi Ulukaya through his beneficial ownership of substantially all the outstanding units of FHU Holdco, LLC (“FHU Holdco”), which owns 80% of the membership units of FHU US Holdings; and HOOPP Capital Partners (Greek) LLC which owns 20% of the membership units of FHU US Holdings. All of the Class B Units are held by or on behalf of Chobani employees indirectly through CGH Management Holdings, LLC. Except as the context otherwise requires, Chobani Global Holdings, LLC and its consolidated subsidiaries are collectively referred to herein as “Chobani” or the “Company”.

Basis of Presentation

The accompanying consolidated financial statements reflect the consolidated operations of Chobani Global Holdings, LLC, including its financial position, results of operations and cash flows, in conformity with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year is comprised of 52 or 53 weeks, ending on the last Saturday of the calendar month of December. Fiscal years 2020, 2019, and 2018 contained 52 weeks. The financial statements of the Company’s foreign subsidiaries are translated into U.S. dollar equivalents in accordance with Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters. Translation adjustments are recorded as a component of other comprehensive income (loss).

Reportable Segments

We have defined our operating and reportable segments on a geographic basis, as this aligns with how our Chief Operating Decision Maker (“CODM”) manages our business, including resource allocation and performance assessment. Accordingly, our two operating and reportable segments are North America and International, which for the year ended December 26, 2020 generate 91% and 9% of our consolidated net sales, respectively.

• North America—This segment includes the United States, Canada, Mexico and export markets where we market, sell or distribute our products from the United States. This segment represents results of operations conducted by us or indirectly through distributors located in such countries. The North America segment is responsible for our yogurt, Oat Milk, Coffee Creamers and Coffee market positions, as well as our food service market positions in the United States, Canada and Mexico.

• International—This segment includes Australia and countries other than those included in the North America segment where we currently manufacture, market, sell or distribute our products. In Australia, we sell our yogurt under the Chobani and Gippsland Dairy brands.

F-14

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Financial and other information regarding our reportable segments is provided in Note 18 to the consolidated financial statements

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates. Our significant estimates and assumptions include, among others, valuation assumptions of goodwill and other intangible assets, useful lives of long-lived assets, marketing and trade promotion accruals and value of share-based compensation. These estimates and assumptions are based on management’s best judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and the effects of any revisions are reflected in the consolidated financial statements in the period that they are determined. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates.

Cash and Cash Equivalents

The Company maintains cash balances at financial institutions. At certain times throughout the year, the Company’s bank deposit accounts may exceed the federally insured limits. The Company has not experienced any loss as a result of these deposits and does not expect any losses in the future. All highly liquid instruments purchased with a maturity of 3 months or less are considered to be cash equivalents.

Accounts Receivable

Trade accounts receivable are recorded at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect any loss anticipated on the trade accounts receivable balances and charged to the provision for doubtful accounts. We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the receivables, our relationships with our customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Account balances are written off against the allowance when management determines the receivable is uncollectible. We have presented Accounts receivable, net of trade allowances. Our allowance for doubtful accounts was $35 thousand as of December 26, 2020 and $0.4 million as of December 28, 2019.

Goodwill and Intangible Assets

Goodwill is not amortized, but instead is evaluated for impairment annually (or more frequently if impairment indicators arise, such as changes to the reporting unit structure or significant adverse changes in the business climate). The Company performs its test for impairment at the first day of the fourth quarter of its fiscal year. The Company tests goodwill for impairment by performing either a qualitative or quantitative assessment for each of its reporting units. If we choose to perform a qualitative assessment, we evaluate economic, industry and company-specific factors in assessing the fair value of the related reporting unit. If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform the quantitative goodwill impairment test.

F-15

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

In the quantitative goodwill impairment test, the fair value of the reporting unit is compared to the carrying amount of that reporting unit, including goodwill. When performing the quantitative assessment, the Company uses a blended analysis of a discounted cash flow model and a market valuation approach to determine the fair values of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the difference is recognized as a goodwill impairment charge, not to exceed the amount of goodwill recorded.

Our intangible assets have a finite life and are generally amortized on a straight-line basis, unless the pattern of usage of the benefits indicates that an alternate method is more representative of the usage of the asset, over their estimated economic useful life, of 15 years. The Company reviews definite-lived intangible assets for impairment when conditions exist that indicate the carrying amount of the assets may not be recoverable. Such conditions could include significant adverse changes in the operating or macroeconomic environment.

There were no impairment charges related to goodwill or intangible assets in 2020, 2019 or 2018.

Revenue Recognition

The Company’s revenues primarily consist of the sale of food and beverage products, and therefore, exhibit similar economic characteristics, as they are based on similar ingredients and are marketed and sold through the same channels to similar customers. Revenues are recognized when our performance obligation has been satisfied and control of the product passes to our customers, which typically occurs when products are delivered or accepted by customers in accordance with the terms of the underlying agreements. Shipping and handling costs incurred to deliver the product are recorded within Cost of sales. Amounts billed and due from our customers are classified as Accounts receivable, net in the Consolidated Balance Sheets and require payment on a short-term basis, primarily 60 days or less. Revenues are recognized net of provisions for returns, discounts and certain trade promotion expenses which are recognized as a reduction of revenue. The estimated reduction of revenue from promotional programs involves the use of judgement related to performance and redemption estimates. Estimates are made based on historical experience and other factors, including expected volume. Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the consolidated financial statements. Differences between estimates and actual costs are recognized as a change in estimate in the period that the differences are identified. Refer to Note 18 for additional information on disaggregation of revenue. In 2018, the Company adopted revised guidance on the recognition of revenue from contracts with customers. See Note 2 for additional information.

Trade Allowance

The Company promotes its products with trade promotions and consumer incentives. These programs include, but are not limited to, discounts, rebates, coupons, in-store display incentives, and amounts credited to our customers for shelf space in retail stores. We recognize the costs of trade promotion and consumer incentive activities as a reduction to revenue along with a corresponding reduction to Accounts receivable, net based on estimates at the time of revenue recognition. The Company uses the expected value approach to determine this variable consideration. These estimates are based on our analysis of the programs offered, expectations regarding customer and consumer participation, sales and payment trends and our experience with deduction patterns associated with similar programs offered in the past. The Company reviews and updates its estimates and related

F-16

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

accruals of variable consideration each period based on actual experience. Additionally, the Company estimates coupon redemption from consumers utilizing third-party data and other assumptions. Differences between estimated and actual incentive costs are historically not material and are recognized in earnings in the period such differences are determined.

The trade allowance, which is included in Accounts receivable, net on the Consolidated Balance Sheets was $38.5 million and $25.1 million at December 26, 2020 and December 28, 2019, respectively. These allowances are estimated based on evaluations of historical redemption rates. Trade spending, which is recognized as a reduction to revenue totaled $595.2 million, $542.5 million and $504.3 million for the years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

Advertising

The Company expenses production costs of print, radio, television and other advertisements as of the first date the advertisements take place. Advertising costs included are in Selling, general and administrative expenses in our Consolidated Statements of Operations and were $65.5 million, $63.4 million and $80.5 million for the years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

Research and Development

Research and development costs are expensed as incurred and are included in Selling, general and administrative expenses in our Consolidated Statements of Operations. Research and development expense was $10.3 million, $10.8 million and $7.9 million for the years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Under the liability method specified by ASC Topic 740, a deferred tax asset or liability is determined based on the difference between the financial statement and tax basis of assets and liabilities, as measured by enacted tax rates.

The Company assesses its income tax positions and records tax benefits based upon the Company’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where the amount with a cumulative likelihood greater than 50% that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.

The Company includes estimated interest and penalties on uncertain tax positions as part of our Income tax provision in our Consolidated Statements of Operations. No liability for uncertain tax positions was required as of December 26, 2020. There was a liability of $0.3 million as of December 28, 2019. This liability was included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.

F-17

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

The U.S. operating entities of the Company are organized as a partnership. The Company does have a U.S. subsidiary that is taxed as a corporation, that holds the investments in the Company’s foreign subsidiaries. The Company also has foreign subsidiaries in Australia, Mexico and Canada that are also taxed as corporations in those jurisdictions.

Concentrations of Credit Risk

The Company is exposed to the risk that counterparties to derivative contracts will fail to meet their contractual obligations. To mitigate counterparty credit risk, the Company enters into contracts with carefully selected, leading, creditworthy financial institutions, and distributes contracts among several financial institutions to reduce the concentration of credit risk. The Company did not have credit-risk-related contingent features in our derivative instruments as of December 26, 2020 and December 28, 2019.

The Company is also exposed to credit risk from customers. The Company believes its exposure to concentrations of credit risk is limited due to the diverse geographic areas covered by our operations. The Company’s largest customer accounted for 10%, 10% and 13% of Net sales for the years ended December 26, 2020, December 28, 2019, and December 29, 2018, respectively. Two customers each accounted for 10% of Accounts receivable, net as of December 26, 2020 and December 28, 2019.

Redeemable Common Units

The Company has applied the guidance in ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities and has classified the Class A common units outside of members’ deficit because the Class A common unitholders could require the Company to initiate a redemption and such event is not considered to be within the Company’s control, therefore the units are currently redeemable for cash and are recorded at their redemption amounts which represents their fair value at each balance sheet date.

2. Recent Accounting Pronouncements

Recently Adopted Pronouncement

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU” 2014-09, Revenue from Contracts with Customers (Topic 606), with final amendments issued in 2016. The pronouncement was issued to clarify the principles for recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP. On December 31, 2017, the Company adopted the requirements of Accounting Standards Codification (“ASC”) Topic 606 and the amendments related thereto and applied the new requirements to all of our contracts using the modified retrospective method. Upon completing the Company’s implementation assessment of ASC Topic 606, the Company concluded that no adjustment was required to the opening balance of accumulated deficit at the date of initial application. Refer to footnotes 1 and 18 for additional disclosures required by ASC Topic 606.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the lease requirements in Topic 840 and requires an entity to recognize a right-of-use (“ROU”) asset and corresponding lease obligation on the balance sheet, classified as financing or operating, as

F-18

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

appropriate. The objective of ASU 2016-02 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial statements about the amount, timing, and uncertainty of cash flows arising from a lease. The Company adopted ASC 842 as of December 30, 2018 using the modified retrospective method. Comparative information for the prior fiscal year has not been retrospectively adjusted.

The new guidance was applied to leases that existed or were entered into on or after December 30, 2018. As a result of the adoption of the new standard, the Company recorded $50.8 million and $60.5 million ROU assets and lease liabilities, respectively, as of the date of adoption, related to its operating leases. Operating lease assets are presented as operating lease right of use (“ROU”) assets, and corresponding operating lease liabilities are presented within Accrued expenses and other current liabilities (current portion), and as Operating lease liabilities, noncurrent portion, on our Consolidated Balance Sheets. Finance lease assets are included in Property, plant and equipment, net and corresponding finance lease liabilities are included within Accrued expenses and other current liabilities (current portion) and Other long-term liabilities (non-current), on our Consolidated Balance Sheets. The adoption of ASC 842 did not have a material impact on the Company’s results of operations, cash flows or our compliance with any debt covenants. The Company has elected to adopt certain practical expedients provided under ASC 842, including the options to not apply lease recognition for short-term leases, and to not reassess 1) whether expired or existing contracts contain leases, 2) lease classification for expired or existing leases and 3) initial direct costs. The Company did not elect the hindsight practical expedient to determine the lease term for existing leases and in assessing impairment for the ROU assets. Additional disclosures required by ASC Topic 842 are presented in Note 10 to the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. The amendments in this ASU should be applied on a modified retrospective basis to all periods presented. The Company adopted the provisions of this ASU as of December 29, 2019. Adoption of the new standard had no impact on the Company’s consolidated financial statements.

Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. Entities may apply this ASU upon issuance through December 31, 2022 on a prospective basis. The Company is currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures.

The Company reviewed all other recently issued accounting pronouncements and concluded that they were either not applicable or not expected to have a significant impact to the consolidated financial statements.

F-19

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

3. Inventories

Inventories, net consist of the following:

	December 26, 2020		December 28, 2019
Raw materials	$	27,172	$	25,837
Work in progress		567		329
Finished goods		34,624		36,171
	$	62,363	$	62,337

Inventory is valued at the lower of cost or net realizable value, utilizing the first-in, first-out method. The Company reserves for finished goods expected to become non-saleable due to age. The Company also specifically identifies and reserves for slow moving or obsolete raw ingredients and packaging.

4. Property, Plant and Equipment

Property, plant, and equipment, net consisted of the following:

	December 26, 2020			December 28, 2019
Land and land improvements	$	19,664		$	19,619
Buildings and leasehold improvements		320,743			316,457
Computer software and equipment		37,408			37,116
Machinery and equipment		960,784			911,618
Furniture and fixtures		6,458			6,130
Construction in progress		28,731			41,956
		1,373,788			1,332,896
Less: accumulated depreciation		(708,313	)		(600,904	)
	$	665,475		$	731,992

Property, plant and equipment are stated at cost. Depreciation of buildings and leasehold improvements, machinery and equipment, furniture and fixtures, and computer software is based on their estimated useful lives and is calculated using the straight-line method. Amortization of leasehold improvements is based on the lesser of their estimated useful lives or the terms of the related leases and is calculated using the straight-line method. Repairs and maintenance costs are expensed as incurred. Expenditures that materially increase values or extend useful lives are capitalized. The related costs and accumulated depreciation of disposed assets are eliminated and any resulting gain or loss on disposition is included in net loss. The Company utilizes the following ranges of asset lives:

Buildings and leasehold improvements	5 - 40 years
Machinery and equipment	5 - 20 years
Furniture and fixtures	7 - 10 years
Computer software and equipment	3 - 10 years

Depreciation and amortization expense related to property, plant and equipment was $105.0 million, $91.1 million and $96.8 million for the years ended December 26, 2020, December 28,

F-20

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

2019 and December 29, 2018, respectively. In 2020, the Company wrote off an asset in its North American reporting unit of $12.4 million included in construction in progress, as the Company determined the asset to no longer provide any future economic value. In addition, the Company also wrote off $0.4 million of capitalized interest associated with the asset. This amount is included in Sales, general and administrative expenses in the Consolidated Statements of Operations.

Capitalized Internal Use Software

The Company capitalizes certain internal and external costs incurred to acquire or create internal use software, within the application development stage under ASC 350. Chobani amortizes capitalized internal use software costs using the straight-line method over the estimated useful life of the software, generally from 3 to 10 years. These amounts are included within Property, plant and equipment, net on the Consolidated Balance Sheets.

Capitalized Interest

The Company capitalizes interest cost incurred on funds used to construct property, plant, and equipment. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. For 2020, 2019, and 2018 the Company capitalized $1.3 million, $1.8 million and $1.4 million of interest, respectively, in connection with various capital projects. Depreciation expense associated with the capitalized interest is included in depreciation and amortization expense related to property, plant and equipment and was $1.7 million, $1.4 million and $1.2 million for the years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

5. Goodwill

Changes in the carrying amount of goodwill by segment were as follows:

	North America		International			Total
Balance at December 29, 2018	$	21,812	$	1,051		$	22,863
Foreign exchange impact		—		(10	)		(10	)
Balance at December 28, 2019		21,812		1,041			22,853
Foreign exchange impact		—		94			94
Balance at December 26, 2020	$	21,812	$	1,135		$	22,947

The Company performed a qualitative impairment test for goodwill impairment in 2020 and 2019. The assessment included an evaluation of economic, industry, and company-specific factors in assessing the fair value of each reporting unit. The Company concluded from the qualitative assessments that it is not more likely than not that the fair value of each reporting unit is less than its carrying amount. In 2018, the Company performed the impairment test using the one step impairment test. In the first step, the estimated fair value of each reporting unit is compared to the carrying value of the net assets assigned to that reporting unit. Our two reporting units are North America and International. Based on the results of the Company’s annual impairment tests, the Company determined that no impairment of goodwill existed in either reporting unit for the years ended December 26, 2020, December 28, 2019 and December 29, 2018.

F-21

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

6. Intangible Assets

Intangible assets consist of the following at:

	December 26, 2020
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Intellectual property	$	12,598	$	(8,009	)	$	4,589
Trademarks		11,214		(7,129	)		4,085
Customer relationships		5,132		(3,023	)		2,109
Total amortizable intangible assets	$	28,944	$	(18,161	)	$	10,783

	December 28, 2019
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Intellectual property	$	11,867	$	(6,510	)	$	5,357
Trademarks		10,563		(5,794	)		4,769
Customer relationships		4,709		(3,759	)		950
Total amortizable intangible assets	$	27,139	$	(16,063	)	$	11,076

Intellectual property, trademarks and customer relationships are amortized on a straight-line basis over 15 years. Amortization expense related to intangible assets was $1.3 million, $1.9 million and $2.1 million for the years ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively.

Future estimated amortization expense for intangible assets is $1.9 million per year for fiscal years 2021—2025, and $1.9 million thereafter.

All intangible assets are recorded on our International reporting unit.

7. Fair Value Measurements

Fair value is the price the Company would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. For assets and liabilities recorded or disclosed at fair value on a recurring basis, the Company determines fair value based on the following:

Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.

F-22

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company enters into certain floating-to-fixed interest rate swap contracts to hedge the variability of interest payment cash flows on a portion of our existing debt obligations (see Note 19). The interest rate swaps are valued using an income approach with factors such as interest rates and yield curves, which represent market observable inputs and are generally classified as Level 2. The fair value of the interest rate swap contracts is classified as a component of other assets and other liabilities in the consolidated balance sheets.

The Company did not have any level 3 financial assets or liabilities, nor were there any transfers between levels during the periods presented.

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of December 26, 2020 and December 28, 2019:

	Assets (Liabilities)
	Level 1		Level 2			Level 3		Total
December 28, 2019
Assets:
Interest Rate Swap Agreements	$	—	$	61		$	—	$	61
Liabilities:
Interest Rate Swap Agreements		—		(3,692	)		—		(3,692	)
December 26, 2020
Liabilities:
Interest Rate Swap Agreements	$	—	$	(4,906	)	$	—	$	(4,906	)

The carrying amounts of Cash and cash equivalents, Accounts receivable, net, Accounts payable, and Current portion of long-term debt approximated fair values as of December 26, 2020 and December 28, 2019 because of the relatively short maturity of these instruments. The carrying values of the Term Loan Facility and Line of credit also approximated fair value given the variable interest rates applicable to these instruments.

The fair value of the Senior Unsecured Notes and Senior Secured Notes are principally estimated using Level 2 inputs based on the estimated or actual bids and offers of the Notes in an over-the counter market on the last trade completed prior to the end of the period. The fair values and carrying values were as follows:

	Fair Value				Carrying Value
	December 26, 2020		December 28, 2019		December 26, 2020		December 28, 2019
Senior Unsecured Notes	$	552,525	$	533,975	$	530,000	$	530,000
Senior Secured Notes		430,844		—		425,000		—
Total	$	983,369	$	533,975	$	955,000	$	530,000

F-23

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

8. Income Taxes

The components of income before income taxes were as follows:

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Domestic	$	(58,763	)	$	(20,041	)	$	(30,045	)
Foreign		3,146			2,094			5,067
		(55,617	)		(17,947	)		(24,978	)

The provision (benefit) for income taxes consisted of the following:

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Current:
Federal	$	20		$	187		$	—
State		(66	)		192			249
Foreign		2,982			1,714			2,184
		2,936			2,093			2,433
Deferred:
State		(111	)		(66	)		(71	)
Foreign		280			(543	)		(922	)
		169			(609	)		(993	)
	$	3,105		$	1,484		$	1,440

Deferred income taxes reflect temporary differences between the tax basis and financial statement carrying value of assets and liabilities as well as tax attribute carryforwards.

F-24

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Significant components of the Company’s deferred tax assets and liabilities are as follows:

	December 26, 2020			December 28, 2019
Deferred tax assets:
Inventory related	$	125		$	169
Payroll related		1,784			1,477
Accounts receivable		10			10
Accrued liabilities		1,632			586
Other deferred tax assets		57			50
Amortization		2,166			1,495
Book vs. tax basis in fixed assets		395			31
Lease liability		3,231			2,726
		9,400			6,544
Valuation allowance		(2,272	)		—
Total deferred tax assets		7,128			6,544
Deferred tax liability:
ROU Asset		(3,083	)		(2,648	)
Original issue discount		(1	)		(33	)
Total deferred tax liabilities		(3,084	)		(2,681	)
Net deferred tax assets	$	4,044		$	3,863

The difference between income tax expense computed at the United States statutory rate compared to amounts shown in the Consolidated Statements of Operations is due primarily to the Company’s LLC entity structure which is treated as a partnership for U.S. tax purposes, changes in the valuation allowance for deferred taxes and the effects of differing tax rates in foreign tax jurisdictions.

The following table reconciles the U.S. federal statutory income tax rate with the Company’s effective income tax rate:

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Federal statutory rate		21.0	%		21.0	%		21.0	%
Increase (reduction) resulting from:
State income taxes		(0.3	)		(0.9	)		(0.8	)
Income passed through to members		(22.8	)		(25.0	)		(29.9	)
Foreign rate differential		(0.8	)		(1.8	)		4.4
Carryback refunds		—			0.6			—
Global intangible low taxed income		—			(1.0	)		—
Valuation allowance		(3.6	)		—			—
Other, net		0.9			(1.2	)		(0.5	)
Effective income tax rate		(5.6	%)		(8.3	%)		(5.8	%)

F-25

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	December 26, 2020			December 28, 2019
Balance at beginning of year	$	(252	)	$	(247	)
Additions for tax positions taken during prior years		—			(5	)
Reductions for tax positions taken during prior years		252			—
Balance at end of year		—			(252	)

The Company reported accrued interest and penalties related to unrecognized tax benefits in Income tax provision on the Consolidated Statement of Operations. The Company recognized a net tax expense of $5 thousand in 2019 and 2018 for interest and penalties. Accrued net interest and penalties were $116 thousand as of December 28, 2019. The Company did not record an expense in 2020 and there was no accrued amount as of December 26, 2020.

The Company files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state, and local or non-U.S. income tax examinations by tax authorities for years before 2017.

The Company currently does not have any U.S. federal or state net operating losses being carried forward. The Company has a Canadian federal net operating loss and a capital loss carryforward of $93 thousand and $141 thousand, respectively, as of December 26, 2020. The Company currently has U.S. federal foreign tax credit carryforwards of $45 thousand as of December 26, 2020.

In assessing the need for a valuation allowance for deferred tax assets at December 26, 2020 and December 28, 2019, the Company assessed the four sources of income under ASC 740 to determine whether the deferred tax assets are more likely than not to be realized in future periods. Changes to tax laws, statutory tax rates and future taxable earnings can have an impact on valuation allowances related to deferred tax assets. There was a valuation allowance recorded in the amount of $2.3 million for the year ended December 26, 2020. This valuation allowance relates to Canadian net operating and capital losses, U.S. federal foreign tax credit carryforwards, and tax over book basis in Australian intellectual property.

As of December 26, 2020, the Company had approximately $18.4 million of undistributed earnings of our international subsidiaries. The Company intends to continue to reinvest the earnings outside the United States for the foreseeable future and, therefore, have not recognized additional tax expense on the earnings.

The U.S. Tax Cuts and Jobs Act, enacted in December 2017, subjects a U.S. shareholder to current tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The Company has elected to treat GILTI as a period cost.

F-26

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

9. Debt

Debt consisted of the following:

	December 26, 2020			December 28, 2019
Current portion of Term Loan Facility	$	4,000		$	8,192
Current portion of Australian Line of Credit		7,969			—
Current portion of Equipment Finance Facility		19,812			7,252
Current portion of long-term debt		31,781			15,444
Term Loan Facility, net of current portion		396,000			789,148
Senior Unsecured Notes		530,000			530,000
Senior Secured Notes		425,000			—
Equipment Finance Facility, net of current portion		33,153			38,867
Australian Line of Credit		—			7,313
Long-term debt—principal balance outstanding		1,384,153			1,365,328
Less: Unamortized original issue discount, premium and debt issuance costs		(22,540	)		(15,480	)
Long-term debt		1,361,613			1,349,848
Total debt	$	1,393,394		$	1,365,292

Schedule of future maturities of long-term debt are as follows as of December 26, 2020:

2021	$	31,781
2022		12,452
2023		9,906
2024		12,861
2025		544,934
Thereafter		804,000

Senior Unsecured Notes

On April 13, 2017, the Company issued $530.0 million of its 7.50% Senior Unsecured Notes due April 2025 to refinance certain other indebtedness. The Notes are guaranteed on a senior unsecured basis by Chobani Global Holdings, LLC, and by certain of its direct and indirect domestic subsidiaries.

In connection with the Senior Unsecured Notes, the Company is required to maintain non-financial covenants including, but not limited to timely completion of annual and quarterly financial statements, notification of default under the indenture, prompt notification of bankruptcy or receivership and triggering events that accelerate or increase a direct financial obligation. As of December 26, 2020 and December 28, 2019, the Company is in compliance with these covenants.

Senior Secured Notes

On October 23, 2020, the Company issued $425.0 million of 4.625% Senior Secured Notes due November 2028 (the “Senior Secured Notes”). The Senior Secured Notes are guaranteed on a senior secured basis by Chobani Global Holdings, LLC, and by certain of its direct and indirect domestic subsidiaries.

F-27

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

In connection with the Senior Secured Notes, the Company is required to maintain non-financial covenants including, but not limited to timely completion of annual and quarterly financial statements, notification of default under the indenture, prompt notification of bankruptcy or receivership and triggering events that accelerate or increase a direct financial obligation. As of December 26, 2020, the Company is in compliance with these covenants.

First Lien Credit Agreement

On October 7, 2016, the Company entered into a first lien credit agreement by and among Chobani Global Holdings, LLC, Chobani, LLC (a wholly-owned subsidiary of the Company), Bank of America, N.A. as administrative agent, and the other lenders and parties thereto (the “First Lien Credit Agreement”), which established a term loan facility providing for $650.0 million in term loans with various lenders (the “First Lien Term Loan B”) and a revolving credit facility of $150.0 million (the “Revolving Credit Facility” and together with the First Lien Term Loan B, the “First Lien Credit Facilities”), secured by a first-priority lien on substantially all the assets of the Company and its subsidiaries. The First Lien Credit Agreement was amended on October 10, 2017 to, among other things, reduce the applicable rate portion of the interest rates applicable to the First Lien Credit Facilities.

The credit agreement contains financial and nonfinancial covenants including, but not limited to, limitations on liens, indebtedness, fundamental changes, and asset sales as well as the maintenance of a maximum First Lien Net Leverage Ratio, tested on the last day of any quarter if amounts utilized under the Revolving Credit Facility on such date exceed 35% of the revolving commitments.

Interest rates on the borrowings are either LIBOR-based or based on an alternative Base Rate, plus margins.

On April 13, 2017, the Company entered into Amendment No. 1 to the First Lien Credit Agreement to increase the borrowings under the Term Loan B by $175.0 million and extend the maturity of the Revolving Credit Facility to April 2022. The Company used the net proceeds from the incremental Term Loan B and the sale of $530.0 million of the Company’s Senior Unsecured Notes to pay off the outstanding Second Lien Term Loan balance.

On October 10, 2017, the Company entered into Amendment No. 2 to its First Lien Credit Agreement, which reduced the Applicable Rate portion of the interest rates. Under the First Lien Term Loan B, the interest rate on Eurodollar Loans reduced from LIBOR + 4.25% to LIBOR + 3.50% per annum, with a LIBOR floor at 1.00%, and the interest rate on Base Rate Loans reduced from Base Rate + 3.25% to Base Rate + 2.50% per annum. Under the Revolving Credit Facility, the interest rate on Eurodollar Loans reduced from LIBOR + 3.75% to LIBOR + 3.50% per annum and the interest rate on Base Rate Loans reduced from Base Rate + 2.75% to Base Rate + 2.50% per annum. Both First Lien Term Loan B and Revolving Credit Facility interest rates are subject to a further 25bps step-down upon the achievement and maintenance of certain credit ratings as set forth in the First Lien Credit Agreement.

On October 23, 2020, the Company entered into Amendment No. 3 to its First Lien Credit Agreement, whereby the Company (i) entered into term loans in an aggregate principal amount of $400.0 million with a maturity date of October 2027 (the “New Term Loan”), (ii) entered into a revolving

F-28

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

commitment in an aggregate principal amount of $150.0 million with a maturity date of April 2024 (the “Revolving Credit Facility” and together with the New Term Loan, the “New Credit Facilities”) and (iii) repaid in full the $789.1 million outstanding under the First Lien Credit Facilities using the proceeds of the $425.0 million Senior Secured Notes issued October 23, 2020 and the $400.0 million New Term Loan.

The Company evaluated whether the October 23, 2020 transactions represented a debt modification or extinguishment in accordance with ASC 470-50, Debt-Modifications and Extinguishments and determined that the agreement would be accounted for as a debt modification. Per the guidance at ASC 470-50, modified terms are considered to be substantially different if the present value of the cash flows after modification differ by at least 10% from the present value of the remaining cash flows under the terms of the original debt instrument. The Company performed an analysis of the cash flows before and after the modification and identified that the transaction resulted in modification accounting for all continuing lenders. As a result of the modification remaining unamortized fees from continuing lenders will be amortized as an adjustment of interest expense using the effective interest method pursuant to ASC 835 and any new third-party costs incurred as a part of the refinancing will be expensed as incurred.

The outstanding balance on the New Term Loan was $400.0 million as of December 26, 2020, and the outstanding balance on the First Lien Credit Facilities was $797.3 million as of December 28, 2019. There was no outstanding balance on the Revolving Credit Facility as of December 26, 2020 and December 28, 2019. As of December 26, 2020 and December 28, 2019, the Company had standby letters of credit outstanding totaling $5.4 million and $5.8 million, respectively, and $144.6 million and $144.2 million available on the revolving loans, respectively.

In connection with the First Lien Credit Agreement, the Company is required to maintain non-financial and financial covenants including, but not limited to timely completion of annual and quarterly financial statements, notification of default under the indenture, prompt notification of bankruptcy or receivership triggering events that accelerate or increase a direct financial obligation and net leverage ratio in circumstances when our outstanding revolver borrowing exceed $35.0 million. As of December 26, 2020 and December 28, 2019, the Company is in compliance with these covenants.

Equipment Finance Facility

The Company enters into financing arrangements in the ordinary course of its business. These arrangements are to fund capital expenditures for growth of the business. The Company currently has ten financing arrangements totaling $53.0 million as of December 26, 2020 and $31.4 million as of December 28, 2019, with effective interest rates ranging from 9.1% to 15.8%. These financing arrangements expire from 2021 to 2025.

Trade Finance Facility

On December 21, 2018, the Company entered into a one-year loan agreement with annual renewal options to borrow up to $50.0 million based on the value of certain trade accounts receivable. On December 21, 2020, the Company renewed the agreement for an additional year. The Company had $41.2 million and $46.5 million of availability under the Trade Finance Facility as of December 26, 2020 and December 28, 2019, respectively. The Trade Finance Facility has a fee on the undrawn balance of 0.50% if less than 50% of the line is utilized. The rate is 0.38% if more than 50% of the line is utilized. The interest rate on the drawn balance is LIBOR + 1.75%. There were no outstanding borrowings under the Trade Finance Facility as of December 26, 2020 and December 28, 2019.

F-29

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Australian Line of Credit

On October 10, 2020, our Australian subsidiary entered into a new line of credit pursuant to which it may borrow up to $10.0 million USD in aggregate principal amount. The line of credit expires in August 2023. The Company utilized the borrowings on this line of credit to pay off the outstanding line of credit that expired in January 2021. The line of credit had an outstanding balance of $8.0 million at December 26, 2020 and $7.3 million at December 28, 2019. The line of credit has a facility fee of 0.49% on the overall limit, and a borrowing rate of BBSY + 1.00%.

Debt Issuance Costs

Debt issuance costs are amortized to interest expense over the respective lives of the debt instruments, which range from 6 to 8 years.

In 2020, the Company capitalized debt issuance costs of $7.3 million associated with its Senior Secured Notes and $3.3 million related to its Incremental Term Loan B borrowing.

Total debt issuance cost amortization for the years ended December 26, 2020, December 28, 2019 and December 29, 2018 was $5.7 million, $3.6 million and $4.9 million, respectively. This expense is included within Interest expense, net on the Consolidated Statements of Operations.

10. Lease Obligations

The Company has facilities and equipment lease arrangements. Under Topic 842, we determine if an arrangement is a lease at inception. An arrangement is determined to be a lease at inception if it conveys the right to control the use of identified property and equipment for a period of time in exchange for consideration. ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recorded on the Consolidated Balance Sheets at the lease commencement date based on the present value of the future minimum lease payments over the lease term. As the Company generally does not know the implicit rate for its leases, the discount rate used is the Company’s incremental borrowing rate which is determined based on the rate of interest that the Company would have to pay to borrow an amount equal to the lease payments on a fully collateralized basis in a similar economic environment over a similar term. An ROU asset is initially measured by the present value of the remaining lease payments, plus initial direct costs and prepaid lease payments, less any lease incentives received before commencement. We include options to extend or terminate the lease in the lease payments used to measure ROU assets when it is reasonably certain that we will exercise that option. The remaining lease cost is allocated over the remaining lease term on a straight-line basis unless another systematic or rational basis is more representative of the pattern in which the underlying asset is expected to be used. ROU assets are evaluated for impairment in a manner consistent with the treatment of other long-lived assets.

The Company has elected to separate lease and non-lease components. Additionally, some of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index updates are recorded as variable lease expense in the period incurred. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

F-30

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Operating lease assets are presented as Operating lease right of use assets, and corresponding operating lease liabilities are presented within Accrued expenses and other current liabilities (current portions), and as Operating lease liabilities, noncurrent portion, on our Consolidated Balance Sheets. Finance lease assets are included in Property, plant and equipment, net and corresponding finance lease liabilities are included within Accrued expenses and other current liabilities (current portions) and Other long-term liabilities, on our Consolidated Balance Sheets.

The Company reviews ROU assets for impairment when conditions exist that indicate the carrying amount of the assets may not be recoverable.

The Company’s ROU assets and lease liabilities consisted of the following:

Leases	Classification	December 26, 2020		December 28, 2019
Assets
Operating lease ROU assets	Operating lease right-of-use assets	$	43,994	$	45,995
Finance lease ROU assets, net	Property, plant and equipment, net	$	43	$	98
Total leased assets			44,037		46,093
Liabilities
Current
Operating	Accrued expenses and other current liabilities	$	9,466	$	7,754
Finance	Accrued expenses and other current liabilities	$	15	$	57
Non-current
Operating	Operating lease liabilities	$	45,580	$	49,998
Finance	Other long-term liabilities	$	40	$	55
Total lease liabilities		$	55,101	$	57,864

Total lease cost for the periods presented consisted of the following:

	December 26, 2020		December 28, 2019
Operating lease expenses	$	11,470	$	10,559
Finance lease expenses:
Amortization of ROU assets		55		82
Interest on lease liabilities		4		7
Total finance lease expenses		59		89
Total lease expenses, net(1)	$	11,529	$	10,648

(1) Net lease expense does not include short-term leases or variable lease costs, all of which are immaterial.

Lease costs are included in Cost of sales and Selling, general and administrative expenses within the Consolidated Statements of Operations.

F-31

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Additional information related to leases is as follows:

	December 26, 2020			December 28, 2019
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	20,294		$	14,537
Operating cash flows used for finance leases	$	4		$	7
Financing cash flows used for finance leases	$	53		$	80
ROU assets obtained in exchange for lease obligations:
Operating leases	$	4,826		$	52,855
Finance leases	$	—		$	—
Weighted average remaining lease term:
Operating leases		4.2 yrs			5.1 yrs
Finance leases		2.9 yrs			2.7 yrs
Weighted average discount rate:
Operating leases		6.3	%		6.6	%
Finance leases		6.7	%		5.9	%

The change in ROU assets and lease liabilities are presented within cash flows from Operating activities on the Consolidated Statements of Cash Flows.

Future minimum lease commitments of our finance and operating leases on an undiscounted basis, reconciled to the respective lease liabilities as of December 26, 2020 were as follows:

Year Ending December	Operating Leases			Finance Leases			Total
2021	$	12,901		$	20		$	12,921
2022		11,561			20			11,581
2023		9,856			19			9,875
2024		9,471			—			9,471
2025		8,681			—			8,681
Thereafter		16,992			—			16,992
Total lease payments		69,462		$	59		$	69,521
Less: imputed interest		(14,416	)		(4	)		(14,420	)
Total lease liabilities	$	55,046		$	55		$	55,101

11. Notes Payable and Receivable—New Market Tax Credit

In fiscal 2011, the Company received an aggregate of $68.5 million in net proceeds from financing agreements related to facility expansion at a North American manufacturing facility. These financing agreements were structured with unrelated third party financial institutions (the “Investors”) and their wholly-owned community development entities in connection with the Company’s participation in transactions qualified under the federal New Market Tax Credit program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended. Upon closing of these transactions, the Company provided an aggregate of $50.3 million to the Investors, in the form of loans receivable,

F-32

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

with a term of 30 years bearing interest rates ranging from 3.0% to 4.0% per annum. Under the terms of the financing agreements and upon meeting certain conditions, both the Investors and the Company had the ability to trigger forgiveness of the net debt. During the year ended December 29, 2018, all $68.5 million of the associated loans payable and all $50.3 million of the related loans receivable were forgiven by both the Investors and the Company, respectively, resulting in a non-cash gain on debt extinguishment of $17.7 million recognized in Gain on extinguishment of debt in the Consolidated Statements of Operations. The Company also made principal payments of $0.4 million and paid nominal exit fees of $0.2 million in connection with the extinguishment of this financing arrangement during the year ended December 29, 2018. As of December 26, 2020 and December 28, 2019, there were no outstanding balances related to the New Market Tax Credit related debt.

12. Supplemental Information

The components of certain Consolidated Balance Sheets accounts are as follows:

	December 26, 2020		December 28, 2019
Other Current Assets:
Prepaid expenses	$	10,313	$	11,544
Other receivables		10,724		14,648
Miscellaneous		611		549
	$	21,648	$	26,741

	December 26, 2020		December 28, 2019
Accrued expenses and other current liabilities:
Accrued compensation	$	46,556	$	36,175
Accrued interest		13,790		11,873
Accrued freight		10,497		10,214
Accrued capital(1)		8,980		26,039
Operating leases		9,466		7,754
Miscellaneous		18,187		17,742
	$	107,476	$	109,797

(1) Accrued capital consists of fixed assets included in construction in progress for which an invoice has not been received.

13. Redeemable Common Units and Members’ Equity

Redeemable Class A Common Units

There were 298,451,086 Class A common units issued and outstanding as of December 26, 2020 and December 28, 2019. The Class A Common Units are recorded outside of members’ deficit because the Class A Common unitholders could require the Company to initiate a redemption and such event is not considered to be within the Company’s control; therefore the units are currently redeemable for cash and recorded at their redemption amounts which represents their fair value at each balance sheet date.

F-33

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Long-Term Incentive Plans—Overview and Purpose

FHU US Holdings, LLC, the manager of Chobani Global Holdings, LLC, is the administrator of each of the Company’s equity incentive plans and has full authority in all matters related to the plans and may delegate those duties to a committee or individual. These plans are the Chobani Global Holdings, LLC 2016 Growth Sharing Plan (the “Growth Sharing Plan”), the Chobani Global Holdings, LLC 2020 Value Sharing Plan (the “Value Sharing Plan”), the CGH Management Holdings, LLC 2016 Management Plan (the “2016 Management Plan”), and the CGH Management Holdings, LLC 2020 Management Plan (the “2020 Management Plan”).

The Company maintains incentive plans pursuant to which the Company may grant Class B common units to employees, officers, directors, consultants, and service providers of the Company. Class B common units may also be granted to CGH Management Holdings, LLC, an affiliate of the Company (“CGH Holdings”). The Chobani incentive plans provides for the issuance of up to 42,635,870 Class B common units. Any units granted under the plans, that are settled in Class B common units, as well as Class B common units granted under the 2016 Management Plan or 2020 Management Plan, decrease the Class B common units available for issuance under the plans. The Class B common units do not have voting rights.

CGH Management Holdings, LLC 2016 Management Plan

CGH Holdings maintains the 2016 Management Plan pursuant to which employees, officers, directors, consultants and other service providers of the Company were previously eligible to receive an award of Class B common units of CGH Holdings entitling such participants to receive consideration in excess of a threshold value determined by the administrator subject to specified vesting requirements (the “Profits Interests”). Awards of Profits Interests granted by CGH Holdings are issued through the grant of Class B common units from the Company to CGH Holdings pursuant to the Chobani Incentive Plan.

To the extent any Class B common units subject to an award fail to vest or are cancelled, terminated, expired, exchanged, or forfeited, such Class B common units shall again be available under the 2020 Management Plan. Awards historically granted under the 2016 Management Plan generally vest over a four year service period and/or upon the extent of attainment of performance goals and/or satisfaction of other terms and conditions (such as continued employment or service with the Company). Unless otherwise provided in the equity grant agreement, unvested awards were forfeited upon termination of employment.

CGH Management Holdings, LLC 2020 Management Plan

CGH Holdings maintains the 2020 Management Plan pursuant to which employees, officers, directors, consultants, and other service providers of the Company are eligible to receive Profits Interests. Awards of Profits Interests granted by CGH Holdings are issued through the grant of Class B common units from the Company to CGH Holdings pursuant to the Chobani Incentive Plan.

Only Class B common units may be used for awards under the 2020 Management Plan. To the extent any Class B common units subject to an award fail to vest or are cancelled, terminated, expired, exchanged or forfeited, such Class B common units shall again be available under the 2020 Management Plan. Awards granted under the plan generally vest over a four year service period and/

F-34

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

or satisfaction of other terms and conditions (such as continued employment or service with the Company) and, unless otherwise provided in the equity grant agreement, unvested awards will be forfeited upon termination of employment.

The following table summarizes Profit Interest transactions granted under the 2016 and 2020 Management Plans for the years ended December 26, 2020, December 28, 2019, and December 29, 2018.

	Class B common units			Weighted- Average Grant- Date Fair Value per Unit
Balance as of December 30, 2017		18,548,924		$	0.67
Issued		2,188,201			1.25
Forfeited		(4,261,677	)		0.75
Balance as of December 29, 2018		16,475,448			0.73
Issued		628,047			0.93
Forfeited		(1,606,106	)		0.74
Balance as of December 28, 2019		15,497,389			0.73
Issued		6,517,349			1.45
Forfeited		(935,249	)		1.23
Balance as of December 26, 2020		21,079,489		$	0.94

For the years ended December 26, 2020, December 28, 2019, and December 29, 2018 3,406,312, 2,008,999 and 3,842,406 shares vested, respectively, with a weighted-average grant-date fair value per unit of $1.02, $0.80 and $0.68, respectively. As of December 26, 2020 there 6,533,903 were Profit Interest units unvested with a weighted-average grant-date fair value per unit of $1.38. As of December 28, 2019 there were 4,358,114 Profit Interest units unvested with a weighted-average grant-date fair value per unit of $1.13.

The fair value of each Profit Interest grant is estimated at the date of grant and is based on the equity value of the Company in excess of the threshold value of the respective Profits Interests grants. The threshold values for the Class B awards were set at the equity value at the time of the grant, such that there was no intrinsic value to the awards at the time of the grant.

The equity value of the Company is determined by third-party specialists with input from management, as there is no public market for the Company’s members’ equity units. Fair value is determined using both the income and market approach valuation methods. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on our weighted-average cost of capital and are adjusted to reflect the risks inherent in our cash flows. The market approach estimates value based on a comparison of the Company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the Company’s financial forecasts to estimate the value of the Company. The market approach also uses the reference transaction method valuation technique to estimate fair value using market prices realized in actual arm’s length transactions.

F-35

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

The total equity value is then allocated using the Black-Scholes option pricing model to estimate the fair value of the Profits Interest awards associated with each threshold value.

The following significant assumptions were used for Profits Interests issued:

	2020			2019			2018
Risk-free interest rate		1.4	%		2.5	%		2.2	%
Expected life		3.9			4.0			1.8
Expected volatility		38.0	%		50.0	%		45.0	%
Expected dividend yield		0.0	%		0.0	%		0.0	%

• Risk Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant for zero-coupon U.S. Treasury constant maturity notes with terms approximately equal to the stock-based awards’ expected term.

• Expected Life—The estimated life is determined based on the estimated time to a liquidity or exit event such as a sale or initial public offering.

• Expected Volatility—Since the Company is privately held and does not have a trading history of common stock, the expected volatility is derived from the average historical volatilities of the common stock of several public companies considered to be comparable to the Company over a period equivalent to the expected term of the stock-based awards.

• Expected Dividend Yield—The expected dividend yield is zero as the Company has not paid and does not anticipate paying any dividends on Class B units in the foreseeable future.

The Company uses the straight-line method to recognize compensation expense over the requisite service period of the Profit Interests. For those awards with performance vesting, compensation expense recognized is determined based on the probability the performance targets will be met, and the employees requisite service period. The Company recognizes forfeitures of Profit Interests as they occur. The total fair value of Profit Interests vesting and recognized as stock-based compensation expense within Selling, general, and administrative expenses in the Consolidated Statements of Operations was approximately $4.4 million, $4.0 million, and $1.5 million for the years ended December 26, 2020, December 28, 2019, and December 29, 2018, respectively. In addition, in January 2020, the Company amended the threshold value for all active employees within the 2016 Management Plan with grants above the new threshold. This modification effected 2,138,158 shares resulting in an additional incremental expense of $1.0 million. The compensation cost as of December 26, 2020 for non-vested units which has not been recognized is $8.6 million which is expected to be recognized over the next four years.

Growth Sharing Plan

The Company maintains the Growth Sharing Plan pursuant to which employees, officers, directors, consultants and other service providers of the Company were previously eligible to receive an award of participation units, entitling the participant to receive consideration in excess of a threshold value determined by the administrator (the “Growth Units”). The recipients of the Growth Units can only realize the value of the award upon a liquidity event which is considered a performance condition. The performance condition is satisfied if an initial public offering or a sale of the Company occurs. The employees are also required to render service over a four-year period in order to be fully vested in the awards. The Company will recognize forfeitures of Growth Units as they occur.

F-36

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

	Growth Units			Weighted-Average Grant-Date Fair Value per Unit
Balance as of December 30, 2017		3,841,978		$	0.75
Issued		1,567,295			1.82
Vested		—			—
Forfeited		(283,684	)		0.94
Balance as of December 29, 2018		5,125,589			1.06
Issued		143,371			1.11
Vested		—			—
Forfeited		(198,064	)		1.25
Balance as of December 28, 2019		5,070,896			1.06
Issued		—			—
Vested		—			—
Forfeited		(63,801	)		1.52
Balance as of December 26, 2020		5,007,095		$	1.05

Growth Units may be settled in either cash or Class B common units at the Company’s discretion. As of December 26, 2020, a total of 6,293,701 Growth Units were issued under the Growth Sharing Plan and 5,007,095 were outstanding.

In addition, in January 2020, the Company amended the threshold value for all active employees within the Growth Sharing Plan with grants above the new threshold. This modification effected 4,982,642 units resulting in an additional incremental unrecognized expense of $0.5 million.

Value Sharing Plan

The Company maintains the Value Sharing Plan pursuant to which employees, officers, directors, consultants and other service providers of the Company are eligible to receive an award of value units, (the “Value Units”). The recipients of the Value Units can only realize the value of the award upon a liquidity event which is considered a performance condition. The performance condition is satisfied if an initial public offering or sale of the Company occurs. The employees are also required to render service over a three or four-year period in order to be fully vested in the awards. The Company will recognize forfeitures of Value Units as they occur.

	Value Units			Weighted-Average Grant-Date Fair Value per Unit
Balance as of December 28, 2019		—
Issued		10,443,841		$	5.86
Vested		—			—
Forfeited		(1,096,790	)		5.86
Balance as of December 26, 2020		9,347,051		$	5.86

F-37

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Value Units may be settled in either cash or Class A common units at the Company’s discretion. As of December 26, 2020, 10,443,841 Value Units have been issued under the Value Sharing Plan of which 9,347,051 Value Units are outstanding. While these Value Units may be settled in Class A common units, no Class A common units have been reserved for purposes of settling outstanding Value Units.

Compensation expense will be recognized for the vested Growth Units and Value Units only upon achievement of the performance conditions. No compensation expense has been recorded in fiscal years 2018, 2019 and 2020 related to the outstanding Growth Units or Value Units as the Company determined that the performance condition was not met. Compensation expense will be recognized for the vested Growth Units and Value Units only upon achievement of the performance conditions, at which time the cumulative compensation expense using the accelerated attribution method from the service start date will be recognized.

The total unrecognized stock-based compensation cost related to the unvested Growth and Value awards as of December 26, 2020 is $5.7 million, and $54.8 million, respectively. The unvested compensation cost was calculated using the weighted-average grant-date fair value, plus the impact of the threshold modification on the Growth Sharing Plan described above. Actual compensation expense recognized in future periods for Growth and Value units may differ based on how the awards are settled. Of the total unvested stock-based compensation amount for the Growth and Value awards, $4.6 million, and $3.1 million, respectively, relate to awards for which the time-based vesting condition had been satisfied, or partially satisfied as of December 26, 2020, calculated using the grant date fair value of the awards. The weighted-average period over which the remaining time-based vesting conditions are expected to vest is 1.1 years and 2.0 years for the Growth and Value plans, respectively.

14. Employee Retirement Plan

Effective January 1, 2006, the Company adopted a 401(k) Profit Sharing Plan covering eligible full-time and part-time employees at Chobani. Employer contributions to the Plan were $5.5 million, $4.8 million, and $4.6 million for the years ended December 26, 2020, December 28, 2019, and December 29, 2018 respectively. These expenses are included within Cost of sales and Selling, general and administrative expenses on the Consolidated Statements of Operations.

15. Related-Party Transactions

The Company had a receivable from its related party FHU US Holdings, LLC of $371 thousand and $211 thousand as of December 26, 2020 and December 28, 2019, respectively. This receivable is included in Due from related party on the Consolidated Balance Sheets. In June 2018, the Healthcare of Ontario Pension Plan Trust Fund made a minority investment in FHU US Holdings, LLC, the proceeds of which were used to redeem warrants previously held by another outside investor to acquire units of FHU US Holdings, LLC. In connection with this transaction, the Company paid $9.5 million of financial advisory fees, which were billed to the Company by FHU Holdco, LLC, and other fees incurred by the Company. The fees are included in Other (expense) income, net, on the Consolidated Statement of Operations for the year ended December 29, 2018.

The Company had a related party receivable due from FHU Holdings, Inc. totaling $742 thousand as of December 28, 2019. This receivable is included in Due from related party on the Consolidated Balance Sheets.

F-38

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

The Company had a receivable from its majority member of $869 thousand and $864 thousand as of December 26, 2020 and December 28, 2019, respectively. This receivable is included in Due from related party on the Consolidated Balance Sheets. In 2020 the Company distributed $4.7 million to its member. In 2018 the Company distributed $34.4 million to its member, of which $10.8 million was subsequently contributed back to the Company.

The Company had a receivable from its related party FHU Holdco, LLC, which owns a majority of the Company’s parent, FHU US Holdings, LLC, of $178 thousand as of December 28, 2019. This receivable is included in Due from related party on the Consolidated Balance Sheets.

The Company is related by common majority ownership to Euphrates, Inc., a New York corporation (“Euphrates”). Euphrates is a manufacturer of feta cheese located in Johnstown, New York. The Company had a receivable from Euphrates of $35 thousand and $39 thousand as of December 26, 2020 and December 28, 2019, respectively. This receivable is included in Due from related party on the Consolidated Balance Sheets. The Company sold $0.7 million, $1.3 million, and $1.8 million of cream to Euphrates for the years ended December 26, 2020, December 28, 2019, and December 29, 2018 respectively.

The Company is related by common majority ownership to La Colombe Torrefaction LLC (“La Colombe”). La Colombe is a manufacturer of coffee products located in Philadelphia, Pennsylvania. The Company had a receivable of $64 thousand and a payable of $57 thousand as of December 26, 2020. This receivable is included in Due from related party on the Consolidated Balance Sheets. The Company did not have a receivable from La Colombe or a payable to La Colombe as of December 28, 2019. The Company had sales of $0.5 million of Oat base to La Colombe for the year ended December 26, 2020. The Company did not have sales to La Colombe for the years ended December 28, 2019 and December 29, 2018. The Company had purchases of $0.1 million of coffee concentrate from La Colombe for the year ended December 26, 2020. The Company had de minimis purchases of coffee from La Colombe for its offices in the years ended December 28, 2019 and December 29, 2018. Certain directors of FHU US Holdings, LLC, which owns 100% and is the manager of the Company, are also directors of La Colombe. The Healthcare of Ontario Pension Plan Trust Fund is party to a loan agreement with La Colombe.

Chobani Foundation, Inc. is a New York not-for-profit corporation. The Company donated $2.9 million to the Chobani Foundation during the year ended December 29, 2018. This donation is included as a part of Selling, general and administrative expenses on the Consolidated Statements of Operations. The Company did not make any donations to Chobani Foundation, Inc. in the years ended December 26, 2020 and December 28, 2019

Hamdi Ulukaya founded the Tent Foundation (“Tent”) and serves as President and Chairman of the Board of Directors. Tent is a New York not-for-profit corporation committed to mobilizing the global business community to include refuges. The Company donated $1.4 million to Tent, for each of the years ended December 26, 2020 and December 28, 2019. These donations are included as a part of Selling, general and administrative expenses on the Consolidated Statements of Operations. The Company did not make a donation to Tent in the year ended December 29, 2018.

Related-party transactions, by definition, are not at arm’s length and may be changed at any time. Based on the previously discussed agreements and relationships, receivables from and payables to various related parties arise in the normal course of business, and the balances were immaterial as of December 26, 2020 and December 28, 2019.

F-39

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

16. Commitments and Contingencies

The Company is involved in various lawsuits as defendant, co-defendant, and plaintiff, which have arisen in the ordinary course of business concerning various matters. The Company recognizes liabilities for contingencies and commitments when a loss is probable and reasonably estimatable. The Company believes that the results of such matters will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

The Company paid an aggregate of $0.1 million, $0.4 million, and $0.4 million for settlement of certain legal matters for the years ended December 26, 2020, December 28, 2019, and December 29, 2018, respectively.

17. Restructuring

The Company periodically initiates management approved restructuring activities to achieve cost savings through reduced operational redundancies and to strategically position the Company in the market in response to prevailing economic conditions and associated customer demand. Costs associated with restructuring actions include severance and related benefit charges. For involuntary separation plans, a liability is recognized when it is probable, reasonably estimated, and communicated to employees. For voluntary separation plans, a liability is recognized when the employee irrevocably accepts the termination. The Company records all reserves within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. A summary of the restructuring activity and related reserves at December 26, 2020, is as follows:

	Severance Pay and Benefits
Accrued balance at December 29, 2018	$	—
2019 charges		446
2019 cash payments		(446	)
Accrued balance at December 28, 2019	$	—
2020 Charges		2,330
2020 Cash Payments		—
Accrued Balance at December 26, 2020	$	2,330

All restructuring activities occurred in the Company’s North American segment.

18. Segment Information

We have defined our operating segments on a geographic basis, as this aligns with how our Chief Operating Decision Makers’ (“CODM”) manage our business, including resource allocation and performance assessment.

The North America segment includes the United States, Canada, Mexico and export markets where we market, sell or distribute our products from the United States. This segment represents results of operations conducted by us or indirectly through distributors located in such countries. The North America segment is responsible for our yogurt, Oat Milk, Coffee Creamers and Coffee market positions, as well as our food service market positions in the United States, Canada and Mexico.

F-40

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

The International segment includes Australia and countries other than those included in the North America segment where we currently manufacture, market, sell or distribute our products. In Australia, we sell our yogurt under the Chobani and Gippsland Dairy brands.

The CODM evaluates segment performance based on several factors, including net sales, and adjusted EBITDA. EBITDA consists of net income (loss) before interest expense, income tax provision and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for unusual items and other adjustments such as gain on extinguishment of debt, asset impairment and gain or loss on disposals, restructuring costs, stock based compensation expense, costs related to new platforms, and non-recurring and other charges. The CODM uses adjusted EBITDA as a measurement to evaluate performance and allocate resources.

The CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

Our segment net sales were as follows:

	Year Ended
	December 26, 2020		December 28, 2019		December 29, 2018
Net Sales:
North America	$	1,272,466	$	1,201,146	$	1,160,872
International		128,905		130,551		128,939
Total net sales	$	1,401,371	$	1,331,697	$	1,289,811

Segment Adjusted EBITDA was:

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Segment Adjusted EBITDA:
North America Adjusted EBITDA	$	178,156		$	166,847		$	144,955
Gain on extinguishment of debt		—			—			17,721
Asset impairment and gain/loss on disposals		(13,562	)		(751	)		(3,554	)
Non-recurring and other charges		(2,963	)		1,852			—
Restructuring costs		(2,330	)		(446	)		(1,707	)
Stock based compensation expense		(4,429	)		(3,975	)		(1,483	)
Costs related to new platforms		(16,284	)		(54	)		—
International Adjusted EBITDA		12,857			10,323			13,456
Asset impairment and gain/loss on disposals		(1,410	)		(93	)		1
Non-recurring and other charges		(388	)		—			—
EBITDA		149,647			173,703			169,389
Depreciation and amortization		(108,986	)		(96,515	)		(101,166	)
Income tax provision		(3,105	)		(1,484	)		(1,440	)
Interest expense, net		(96,278	)		(95,135	)		(93,201	)
Net Loss	$	(58,722	)	$	(19,431	)	$	(26,418	)

F-41

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Depreciation and amortization expense included within segment income presented above is as follows:

	Year Ended
	December 26, 2020		December 28, 2019		December 29, 2018
North America	$	102,761	$	89,965	$	94,639
International		6,225		6,550		6,527
Total	$	108,986	$	96,515	$	101,166

Additional information regarding property, plant & equipment disaggregated by segment is as follows:

	Year Ended
	December 26, 2020		December 28, 2019		December 29, 2018
North America	$	635,023	$	699,856	$	677,898
International		30,452		32,136		30,322
Total	$	665,475	$	731,992	$	708,220

Additional information regarding purchases of property, plant & equipment disaggregated by segment is as follows:

	Year Ended
	December 26, 2020		December 28, 2019		December 29, 2018
North America	$	69,721	$	78,221	$	56,678
International		3,740		4,850		9,057
Total	$	73,461	$	83,071	$	65,735

Net Sales by Product Category is as follows:

	Year Ended
	December 26, 2020		December 28, 2019		December 29, 2018
Net Sales by Product Category:
Yogurt Products	$	1,243,655	$	1,166,611	$	1,128,736
Other		157,716		165,086		161,075
Total net sales	$	1,401,371	$	1,331,697	$	1,289,811

19. Derivative Financial Instruments

In February 2017, the Company entered into three 36-month, floating-to-fixed interest rate swap contracts with $300.0 million total notional amount to hedge LIBOR based interest payments on a portion of the Company’s Term Loan B.

F-42

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

In May 2019, the Company entered into three 24-month, floating-to-fixed interest rate swap contracts with $300.0 million total notional amount to hedge LIBOR based interest payments on a portion of the Company’s First Lien Term Loan facility. In December 2019, the Company entered into two 24-month, floating-to-fixed interest rate swap contracts with $150.0 million total notional amount to hedge LIBOR based interest payments on a portion of the Company’s Term Loan Facility. These swaps were designated as cash flow hedges. On October 23, 2020, in conjunction with the refinancing of our debt, the Company terminated $50.0 million notional interest rate swap that became effective on February 28, 2020. The Company expects to recognize $4.6 million of Interest expense from Accumulated Other Comprehensive Loss in the next 12 months related to the $400.0 million notional interest rate swaps. The Company expects to recognize $0.4 million of Interest expense from Accumulated Other Comprehensive Loss in the next 12 months due to termination of the $50.0 million notional interest rate swap.

The fair value changes in the swap contracts are recorded in other comprehensive loss and reclassified into interest expense over the life of the underlying debt obligations.

			December 26, 2020					December 28, 2019
	Balance Sheet Caption		Fair Value of Derivative Asset			U.S. Dollar Notional		Fair Value of Derivative Asset			U.S. Dollar Notional
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts (current)		Other assets, net	$	—		$	—	$	61		$	300,000
Interest rate swap contracts (non-current)		Other long-term liabilities	$	(4,906	)	$	400,000	$	(3,692	)	$	450,000

	Year Ended
	December 26, 2020			December 28, 2019			December 29, 2018
Derivatives Designated in a Cash Flow Hedging Relationship:
Interest rate swap contracts
Amount of (loss) gain recognized in OCI on derivatives	$	(1,776	)	$	(6,907	)	$	1,242

F-43

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

20. Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows:

	Foreign Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges			Total Accumulated Other Comprehensive Loss
Balance at December 30, 2017	$	(15,158	)	$	2,034		$	(13,124	)
Other comprehensive (loss) income		(4,876	)		2,268			(2,608	)
Amounts reclassified from accumulated other comprehensive loss		—			(1,026	)		(1,026	)
Balance at December 29, 2018	$	(20,034	)	$	3,276		$	(16,758	)
Other comprehensive loss		(612	)		(5,095	)		(5,707	)
Amounts reclassified from accumulated other comprehensive loss		—			(1,812	)		(1,812	)
Balance at December 28, 2019	$	(20,646	)	$	(3,631	)	$	(24,277	)
Other comprehensive income (loss) before reclassifications		4,686			(5,242	)		(556	)
Amounts reclassified from accumulated other comprehensive loss		—			3,531			3,531
Net current-period other comprehensive gain (loss)		4,686			(1,711	)		2,975
Balance at December 26, 2020	$	(15,960	)	$	(5,342	)	$	(21,302	)

21. Subsequent Events

On January 1, 2021, the Company exercised its early purchase option on one of the lines within the Equipment Finance Facility, purchasing the equipment for $3.5 million. On March 1, 2021 the Company exercised its early purchase options on two of the lines within the Equipment Finance Facility, purchasing the equipment for $11.3 million.

On January 7, 2021, the Company repaid the Australian Line of Credit for $8.1 million.

On January 12, 2021, the Company executed the termination of an operating lease resulting in a cash payment of $8.0 million. Accordingly the Company removed an ROU asset of $11.0 million and an ROU liability of $18.7 million.

The Company has evaluated subsequent events through July 6, 2021, the date the consolidated financial statements were issued, noting no additional events that have occurred that require adjustment of or disclosure in the consolidated financial statements.

F-44

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except unit data)

Schedule II—Valuation and Qualifying Accounts

The table below details the activity of the allowance for doubtful accounts and deferred tax asset valuation allowance for the years ended December 26, 2020, December 28, 2019 and December 29, 2018:

	Balance at Beginning of Period		Additions		Deductions			Balance at End of Period
Year ended December 26, 2020
Allowances deducted from assets
Allowance for doubtful accounts	$	390	$	792	$	(1,147	)	$	35
Valuation allowance on net deferred taxes	$	—	$	2,272	$	—		$	2,272
Year ended December 28, 2019
Allowances deducted from assets
Allowance for doubtful accounts	$	376	$	30	$	(16	)	$	390
Year ended December 29, 2018
Allowances deducted from assets
Allowance for doubtful accounts	$	423	$	77	$	(124	)	$	376

F-45

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

Consolidated Balance Sheets (Unaudited)

(in thousands, except unit data)

	June 26, 2021			December 26, 2020
Assets
Current assets:
Cash and cash equivalents	$	59,214		$	90,433
Accounts receivable, net		55,332			48,563
Due from related party		—			1,327
Inventories, net		70,333			62,363
Other current assets		25,648			21,648
Total current assets		210,527			224,334
Property, plant, and equipment, net		650,414			665,475
Operating lease right of use assets		29,211			43,994
Goodwill		22,947			22,947
Intangible assets, net		9,810			10,783
Deferred income taxes		4,046			4,044
Other assets, net		43,976			32,853
Total assets	$	970,931		$	1,004,430
Liabilities and deficit
Current liabilities:
Current portion of long-term debt	$	9,073		$	31,781
Accounts payable		124,967			97,700
Accrued expenses and other current liabilities		103,418			107,476
Due to related party		670			—
Total current liabilities		238,128			236,957
Long-term debt		1,363,373			1,361,613
Operating lease liabilities		24,546			45,580
Other long-term liabilities		1,480			4,946
Total liabilities		1,627,527			1,649,096
Commitments and contingencies (Note 14)
Redeemable Class A Common Units, 298,451,086 units authorized, issued and outstanding at June 26, 2021 and December 26, 2020		4,811,436			2,213,062
Members’ Deficit:
Class B Common Units, 42,635,870 units authorized, at June 26, 2021 and December 26, 2020 24,453,435 and 21,079,489 units issued and outstanding at June 26, 2021 and December 26, 2020, respectively		17,987			15,891
Accumulated deficit		(5,467,098	)		(2,852,317	)
Accumulated other comprehensive loss		(18,921	)		(21,302	)
Total members’ deficit		(5,468,032	)		(2,857,728	)
Total redeemable common units and members’ deficit		(656,596	)		(644,666	)
Total liabilities and redeemable common units and members’ deficit	$	970,931		$	1,004,430

See accompanying notes.

F-46

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

Consolidated Statements of Operations (Unaudited)

(in thousands)

	Three Months Ended						Six Months Ended
	June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Net sales	$	408,283		$	334,768		$	793,322		$	700,450
Cost of sales		315,355			253,781			619,893			547,073
Gross profit		92,928			80,987			173,429			153,377
Selling, general, and administrative expenses		69,290			59,878			137,232			127,588
Restructuring, net		—			—			3,275			—
Income from operations		23,638			21,109			32,922			25,789
Other (expense) income:
Interest expense		(22,553	)		(22,483	)		(45,634	)		(45,393	)
Other income (expense), net		1,895			(241	)		1,337			(153	)
Currency gain (loss)		83			(92	)		33			(100	)
Total other expense		(20,575	)		(22,816	)		(44,264	)		(45,646	)
Income (loss) before income taxes		3,063			(1,707	)		(11,342	)		(19,857	)
Income tax provision		501			78			568			502
Net income (loss)	$	2,562		$	(1,785	)	$	(11,910	)	$	(20,359	)

See accompanying notes.

F-47

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

(in thousands)

	Three Months Ended						Six Months Ended
	June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Net income (loss)	$	2,562		$	(1,785	)	$	(11,910	)	$	(20,359	)
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swap		1,142			1,069			2,276			(4,306	)
Foreign currency translation adjustment		(197	)		4,499			105			(712	)
Total other comprehensive income (loss)		945			5,568			2,381			(5,018	)
Total comprehensive income (loss)	$	3,507		$	3,783		$	(9,529	)	$	(25,377	)

See accompanying notes.

F-48

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

Consolidated Statements of Redeemable Common Units and Members’ Deficit (Unaudited)

(in thousands, except unit data)

	Redeemable Common Units					Members’ Deficit
	Class A Units					Class B Units					Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Deficit
	Number of Units		Amount			Number of Units			Amount
March 28, 2020		298,451,086	$	2,058,524			21,177,847		$	13,076	$	(2,653,160	)	$	(34,863	)	$	(2,674,947	)
Forfeiture of units		—		—			(440,328	)		—		—			—			—
Profits interest compensation costs		—		—			—			736		—			—			736
Other comprehensive income		—		—			—			—		—			5,568			5,568
Net loss		—					—			—		(1,785	)		—			(1,785	)
June 27, 2020		298,451,086	$	2,058,524			20,737,519		$	13,812	$	(2,654,945	)	$	(29,295	)	$	(2,670,428	)
December 28, 2019		298,451,086	$	2,058,524			15,497,389		$	11,461	$	(2,634,359	)	$	(24,277	)	$	(2,647,175	)
Capital distribution		—		(227	)		—			—		—			—			—
Issuance of units		—		—			6,011,351			—		—			—			—
Forfeiture of units		—		—			(771,221	)		—		—			—			—
Profits interest compensation costs		—		—			—			2,351		—			—			2,351
Increase in redemption value of Class A Units		—		227			—			—		(227	)		—			(227	)
Other comprehensive loss		—		—			—			—		—			(5,018	)		(5,018	)
Net loss		—		—			—			—		(20,359	)		—			(20,359	)
June 27, 2020		298,451,086	$	2,058,524			20,737,519		$	13,812	$	(2,654,945	)	$	(29,295	)	$	(2,670,428	)
March 27, 2021		298,451,086	$	2,213,062			22,771,875		$	16,798	$	(2,866,801	)	$	(19,866	)		(2,869,869	)
Capital distribution		—		(4,485	)		—			—		—			—			—
Issuance of units		—		—			1,785,513			—		—			—			—
Forfeiture of units		—		—			(103,953	)		—		—			—			—
Profits interest compensation costs		—		—			—			1,189		—			—			1,189
Increase in redemption value of Class A Units		—		2,602,859			—			—		(2,602,859	)		—			(2,602,859	)
Other comprehensive income		—		—			—			—		—			945			945
Net income		—		—			—			—		2,562			—			2,562
June 26, 2021		298,451,086	$	4,811,436			24,453,435		$	17,987	$	(5,467,098	)	$	(18,921	)	$	(5,468,032	)
December 26, 2020		298,451,086	$	2,213,062			21,079,489		$	15,891	$	(2,852,317	)	$	(21,302	)	$	(2,857,728	)
Capital distribution		—		(4,497	)		—			—		—			—			—
Issuance of units		—		—			3,713,655			—		—			—			—
Forfeiture of units		—		—			(339,709	)		—		—			—			—
Profits interest compensation costs		—		—			—			2,096		—			—			2,096
Increase in redemption value of Class A Units		—		2,602,871			—			—		(2,602,871	)		—			(2,602,871	)
Other comprehensive income		—		—			—			—		—			2,381			2,381
Net loss		—					—			—		(11,910	)		—			(11,910	)
June 26, 2021		298,451,086	$	4,811,436			24,453,435		$	17,987	$	(5,467,098	)	$	(18,921	)	$	(5,468,032	)

See accompanying notes.

F-49

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Chobani Global Holdings, LLC

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six Months Ended
	June 26, 2021			June 27, 2020
Operating activities
Net loss	$	(11,910	)	$	(20,359	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		53,044			54,033
Amortization of deferred financing costs		2,178			1,818
Amortization of original issue discount and premium, net		263			201
Provision for doubtful accounts		(26	)		390
Gain on disposal of equipment		(11	)		(21	)
Deferred income taxes		—			(553	)
Profits interest compensation costs		2,096			2,351
Changes in:
Accounts receivable, net		(5,877	)		5,985
Related party, net		1,970			431
Inventories, net		(7,963	)		1,282
Other assets		(7,937	)		2,696
Accounts payable		26,219			2,824
Accrued expenses and other liabilities		(9,503	)		(9,434	)
Net cash provided by operating activities		42,543			41,644
Investing activities
Capital expenditures		(41,105	)		(52,898	)
Proceeds from disposal of property, plant and equipment		7			—
Net cash used in investing activities		(41,098	)		(52,898	)
Financing activities
Borrowings under lines of credit		1,194			—
Borrowings under revolving credit facility		—			20,000
Borrowings under trade finance facility		—			20,000
Proceeds from equipment finance facility		3,188			9,474
Repayments of revolving credit facility		—			(20,000	)
Repayments of lines of credit		(8,112	)		—
Repayments of equipment finance facility		(22,622	)		(4,423	)
Repayments of long-term debt		(2,040	)		(4,128	)
Capital distribution		(4,497	)		(227	)
Net cash (used in) provided by financing activities		(32,889	)		20,696
Effect of exchange rate changes on cash and cash equivalents		225			(130	)
Net (decrease) increase in cash and cash equivalents		(31,219	)		9,312
Cash and cash equivalents at beginning of period		90,433			47,474
Cash and cash equivalents at end of period	$	59,214		$	56,786
Supplemental cash flow information
Cash paid for:
Interest	$	33,773		$	44,322
Income taxes		858			1,059

See accompanying notes.

F-50

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

1. Business and Summary of Significant Accounting Policies

Organization

Chobani manufactures, markets, distributes and sells Greek yogurt and other products in the United States and select international markets. Chobani was founded in 2005 by Hamdi Ulukaya and is operated through a holding company, Chobani Global Holdings, LLC, a Delaware limited liability company. Chobani Global Holdings, LLC operates through its direct and indirect, wholly owned subsidiaries. All of the Class A Units of Chobani Global Holdings, LLC are held by FHU US Holdings, LLC. FHU US Holdings is controlled by Hamdi Ulukaya through his beneficial ownership of substantially all the outstanding units of FHU Holdco, LLC (“FHU Holdco”), which owns 80% of the membership units of FHU US Holdings; and HOOPP Capital Partners (Greek) LLC which owns 20% of the membership units of FHU US Holdings. All of the Class B Units are held by or on behalf of Chobani employees indirectly through CGH Management Holdings, LLC. Except as the context otherwise requires, Chobani Global Holdings, LLC and its consolidated subsidiaries are collectively referred to herein as “Chobani” or the “Company”.

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto included elsewhere in this filing.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.

Deferred Offering Costs

The Company has capitalized qualified legal, accounting and other direct costs related to its efforts to raise capital through a sale of its common stock in an IPO. Deferred offering costs are included in Other current assets on the Consolidated Balance Sheets and will be deferred until the completion of the IPO, at which time they will be reclassified to additional paid-in capital as a reduction of the IPO proceeds. If the Company terminates its planned IPO or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of June 26, 2021, $1.5 million of deferred offering costs were capitalized. As of December 26, 2020, the Company had no deferred offering costs that were capitalized.

Revenue Recognition

The Company’s revenues primarily consist of the sale of food and beverage products, and therefore, exhibit similar economic characteristics, as they are based on similar ingredients and are marketed and sold through the same channels to similar customers. Revenues are recognized when our performance obligation has been satisfied and control of the product passes to our customers, which typically occurs when products are delivered or accepted by customers in accordance with the terms of the underlying agreements. Shipping and handling costs incurred to deliver the product are recorded within Cost of sales. Amounts billed and due from our customers are classified as Accounts receivable, net in the Consolidated Balance Sheets and require payment on a short-term basis,

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

primarily 60 days or less. Revenues are recognized net of provisions for returns, discounts and certain trade promotion expenses which are recognized as a reduction of revenue. The estimated reduction of revenue from promotional programs involves the use of judgement related to performance and redemption estimates. Estimates are made based on historical experience and other factors, including expected volume. Historically, the difference between actual experience compared to estimated redemptions and performance has not been significant to the interim consolidated financial statements. Differences between estimates and actual costs are recognized as a change in estimate in the period that the differences are identified. Refer to Note 15 for additional information on disaggregation of revenue.

Advertising

The Company expenses production costs of print, radio, television and other advertisements as of the first date the advertisements take place. We allocate our full year estimated marketing expenditures that benefit multiple interim periods to each interim reporting period. We then review and adjust these estimates each quarter based on actual experience and other information. This allocation is only performed during our interim periods. Advertising costs are included in the line item Selling, general and administrative expenses in our Consolidated Statements of Operations and were $19.7 million and $37.9 million for the three and six months ended June 26, 2021, respectively, and $13.5 million and $31.5 million for the three and six months ended June 27, 2020, respectively.

2. Recent Accounting Pronouncements

Recently Adopted Pronouncements

In June 2016, the FASB issued ASU 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU modifies the measurement of expected credit losses of certain financial instruments. ASU 2016-13 is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods. The Company adopted the provisions of this ASU as of December 29, 2019 on a modified retrospective basis to all periods presented.. Adoption of the new standard did not have a material impact on the Company’s consolidated financial statements.

Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The ASU is intended to provide temporary optional expedients and exceptions to the FAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rated to alternative reference rates. Entities may apply this ASU upon issuance through December 31, 2022 on a prospective basis. The Company is currently evaluating the impact of the new standard on our consolidated financial statements and related disclosures.

3. Accounts Receivable

Trade accounts receivable are primarily due from large wholesale food distributors and chain/independent supermarkets located throughout the United States. The Company has a large and diverse customer base; however, 1 customer within our North America segment accounted for 10% of Accounts receivable, net at June 26, 2021, and 2 customers within our North America segment each accounted for 10% of Accounts receivable, net at December 26, 2020. Additionally, 2 customers within our North America segment each accounted for 10%, of Net sales, for each of the three and six months ended June 26, 2021 and 1 customer within our North America segment accounted for 10% of Net Sales for each of the three and six months ended June 27, 2020.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

The trade allowance, which is included in Accounts receivable, net on the Consolidated Balance Sheets was $46.0 million and $38.5 million at June 26, 2021 and December 26, 2020, respectively. These allowances are estimated based on evaluations of historical redemption rates. Trade spending totaled $166.3 million and $339.1 million for the three and six months ended June 26, 2021, respectively, and $142.6 million and $306.5 million for the three and six months ended June 27, 2020, respectively.

4. Inventories

Inventories, net consist of the following:

	June 26, 2021		December 26, 2020
Raw materials	$	27,819	$	27,172
Work in progress		411		567
Finished goods		42,103		34,624
	$	70,333	$	62,363

5. Property, Plant and Equipment

Property, plant, and equipment, net consisted of the following:

	June 26, 2021			December 26, 2020
Land and land improvements	$	19,664		$	19,664
Buildings and leasehold improvements		321,128			320,743
Computer software		38,174			37,408
Machinery and equipment		962,290			960,784
Furniture and fixtures		6,509			6,458
Construction in progress		61,374			28,731
		1,409,139			1,373,788
Less: accumulated depreciation		(758,725	)		(708,313	)
	$	650,414		$	665,475

Depreciation and amortization expense related to property, plant and equipment was $25.6 million and $51.5 million for the three and six months ended June 26, 2021, respectively, compared to $26.3 million and $52.5 million for the three and six months ended June 27, 2020, respectively.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

6. Intangible Assets

Intangible assets consist of the following at:

	June 26, 2021
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Intellectual property	$	12,601	$	(8,303	)	$	4,298
Trademarks		11,216		(7,391	)		3,825
Customer relationships		5,133		(3,446	)		1,687
Total amortizable intangible assets	$	28,950	$	(19,140	)	$	9,810

	December 26, 2020
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Intellectual property	$	12,598	$	(8,009	)	$	4,589
Trademarks		11,214		(7,129	)	$	4,085
Customer relationships		5,132		(3,023	)	$	2,109
Total amortizable intangible assets	$	28,944	$	(18,161	)	$	10,783

Intellectual property, trademarks and customer relationships are amortized on a straight-line basis over 15 years. Amortization expense related to intangible assets was $0.5 million and $1.0 million for the three and six months ended June 26, 2021, respectively, compared to $0.5 million and $0.9 million for the three and six months ended June 27, 2020, respectively.

All intangible assets are recorded on our International reporting unit.

7. Fair Value Measurements

Fair value is the price the Company would receive to sell an asset or pay to transfer a liability (exit price) in an orderly transaction between market participants. For assets and liabilities recorded or disclosed at fair value on a recurring basis, the Company determines fair value based on the following:

Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.

Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company enters into certain floating-to-fixed interest rate swap contracts to hedge the variability of interest payment cash flows on a portion of our existing debt obligations (see Note 16). The fair value of interest rate swaps are determined using an income approach with factors such as

F-54

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

interest rates and yield curves, which represent market observable inputs and are generally classified as Level 2. The fair value of the interest rate swap contracts is classified as a component of Accrued expenses and other current liabilities at June 26, 2021 and Other long-term liabilities at December 26, 2020 in the Consolidated Balance Sheets.

The Company did not have any level 3 financial assets or liabilities, nor were there any transfers between levels during the periods presented.

The following table presents assets and liabilities that were measured at fair value in the Consolidated Balance Sheets on a recurring basis as of June 26, 2021 and December 26, 2020:

	Assets (Liabilities)
	Level 1		Level 2			Level 3		Total
December 26, 2020
Liabilities:
Interest Rate Swap Agreements	$	—	$	(4,906	)	$	—	$	(4,906	)
June 26, 2021
Liabilities:
Interest Rate Swap Agreements	$	—	$	(2,817	)	$	—	$	(2,817	)

The carrying amounts of Cash and cash equivalents, Accounts receivable, net, Accounts payable, and Current portion of long-term debt approximated fair values as of June 26, 2021 and December 26, 2020 because of the relatively short maturity of these instruments. The carrying values of the Term Loan Facility and line of credit also approximated fair value given the variable interest rates applicable to these instruments.

The fair value of the Senior Unsecured Notes and Senior Secured Notes are principally estimated using Level 2 inputs based on the estimated or actual bids and offers of the Notes in an over-the counter market on the last trade completed prior to the end of the period. The fair values and carrying values were as follows:

	Fair Value				Carrying Value
	June 26, 2021		December 26, 2020		June 26, 2021		December 26, 2020
Senior Unsecured Notes	$	552,530	$	552,525	$	530,000	$	530,000
Senior Secured Notes		439,344		430,844		425,000		425,000
Total	$	991,874	$	983,369	$	955,000	$	955,000

8. Income Taxes

The effective tax rate for the six months ended June 26, 2021 and June 27, 2020 were (5.0%) and (2.5%), respectively. This effective tax rate for the six months ended June 26, 2021 and June 27, 2020 varies from what would be expected by applying the U.S. statutory tax rate of 21% to earnings before income taxes, primarily due to the Company’s election to be a LLC taxed as a partnership for U.S. federal and state income taxes and the effects of differing tax rates in foreign jurisdictions.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

9. Debt

Debt consisted of the following:

	June 26, 2021			December 26, 2020
Current portion of Term Loan Facility	$	4,000		$	4,000
Current portion of Australian Line of Credit		—			7,969
Current portion of Equipment Finance Facility		5,073			19,812
Current portion of long-term debt		9,073			31,781
Term Loan Facility, net of current portion		394,000			396,000
Senior Unsecured Notes		530,000			530,000
Senior Secured Notes		425,000			425,000
Equipment Finance Facility, net of current portion		33,922			33,153
Australian Line of Credit		1,182			—
Long-term debt—principal balance outstanding		1,384,104			1,384,153
Less: Unamortized original issue discount, premium and debt issuance costs		(20,731	)		(22,540	)
Long-term debt		1,363,373			1,361,613
Total debt	$	1,372,446		$	1,393,394

As of June 26, 2021, we had issued $3.9 million of letters of credit under the Company’s $150.0 million Revolving Credit Facility, leaving approximately $146.1 million available for borrowing.

On June 15, 2021, we entered into a new Equipment Finance Facility with commitments to fund equipment payments of $23.5 million. As of June 26, 2021, we had utilized $5.5 million of borrowing capacity under such Facility, monthly payments will commence over a 60-month period upon acceptance of financed equipment.

10. Lease Obligations

The Company leases certain office space, retail space, storage space, machinery, and equipment under lease agreements. The Company determines if an agreement is or contains a lease at inception. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets.

Companies are required to use the rate implicit in the lease whenever that rate is readily determinable and if the interest rate is not readily determinable, then a lessee may use its incremental borrowing rate. As the Company’s leases typically do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement in determining the present value of lease payments. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are based on the estimated present value of lease payments over the lease term and are recognized at the lease possession date. Lease assets are subject to review for impairment within the related long-lived asset group.

The lease terms determined by the Company include options to extend or terminate the lease in the lease payments to measure ROU assets when it is reasonably certain that it will exercise that option. A limited number of the Company’s lease agreements include rental payments adjusted periodically for inflation. The Company’s lease agreements generally do not contain residual value

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

guarantees or material restrictive covenants. The Company has elected to separate lease and non-lease components. Additionally, some of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate.

The components of lease expenses for the three and six month periods ended June 26, 2021 and June 27, 2020 are as follows:

	Three Months Ended				Six Months Ended
	June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Operating lease expenses	$	2,447	$	2,822	$	5,019	$	5,586
Finance lease expenses:
Amortization of ROU assets		52		16		67		32
Interest on lease liabilities		11		1		14		2
Total finance lease expenses		63		17		81		34
Total lease expenses, net (1)	$	2,510	$	2,839	$	5,100	$	5,620

(1) Net lease expense does not include short-term leases or variable lease costs, all of which are immaterial.

Lease costs are included in Cost of sales and Selling, general and administrative expenses within the Consolidated Statements of Operations.

Supplemental balance sheet information related to leases were as follows:

Leases	Classification	June 26, 2021		December 26, 2020
Assets
Operating lease ROU assets	Operating lease right of use assets	$	29,211	$	43,994
Finance lease ROU assets, net	Property, plant and equipment, net		1,185		43
Total leases assets			30,396		44,037
Liabilities
Current
Operating	Accrued expenses and other current liabilities	$	7,836	$	9,466
Finance	Accrued expenses and other current liabilities		258		15
Non-Current
Operating	Operating lease liabilities	$	24,546	$	45,580
Finance	Other long-term liabilities		956		40
Total lease liabilities		$	33,596	$	55,101

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Additional information related to leases were as follows:

	Six Months Ended
	June 26, 2021		June 27, 2020
Supplemental cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		24,906		9,455
Operating cash flows from finance leases		14		2
Financing cash flows from finance leases		64		32
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		—		1,332
Finance leases		1,209		—

The change in ROU assets and lease liabilities are presented within cash flows from operations on the Consolidated Statements of Cash Flows.

The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases at June 26, 2021 and December 26, 2020 were as follows:

	June 26, 2021			December 26, 2020
Weighted average remaining lease terms
Operating leases		6.19 yrs			4.2 yrs
Finance leases		4.68 yrs			2.9 yrs
Weighted average discount rates
Operating leases		6.4	%		6.3	%
Finance leases		4.5	%		6.7	%

Future minimum lease commitments of our finance and operating leases on an undiscounted basis, reconciled to the respective lease liabilities as of June 26, 2021 were as follows:

	Operating leases			Finance leases			Total
Due in one year or less	$	9,653		$	286		$	9,939
Due after one year through two years		7,604			299			7,903
Due after two years through three years		5,845			264			6,109
Due after three years through four years		6,228			269			6,497
Due after four through five years		2,496			222			2,718
Thereafter		7,357						7,357
Total lease payments		39,183			1,340			40,523
Less: Imputed interest		(6,801	)		(126	)		(6,927	)
Total lease liabilities	$	32,382		$	1,214		$	33,596

11. Redeemable Common Units and Members’ Equity

Redeemable Class A Common Units

There were 298,451,086 Class A common units issued and outstanding as of June 26, 2021 and December 26, 2020.The Class A Common Units are recorded outside of members’ deficit because the Class A Common unitholders could require the Company to initiate a redemption and such event is not considered to be within the Company’s control; therefore the units are currently redeemable for cash and recorded at their redemption amounts which represents their fair value at each balance sheet date.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Profits Interests

The total fair value of Profit Interests vesting and recognized as stock-based compensation expense within Selling, general, and administrative expenses in the Consolidated Statements of Operations was $1.2 million and $2.1 million for the three and six months ended June 26, 2021, respectively, compared to $0.7 million and $2.4 million for the three and six months ended June 27, 2020, respectively.

12. Restructuring

The Company periodically initiates management approved restructuring activities to achieve cost savings through reduced operational redundancies and to strategically position the Company in the market in response to prevailing economic conditions and associated customer demand. Costs associated with restructuring actions include severance and related benefit charges, and elimination of office space. For involuntary separation plans, a liability is recognized when it is probable, reasonably estimated, and communicated to employees. For voluntary separation plans, a liability is recognized when the employee irrevocably accepts the termination. For the elimination of leased office space, an assessment is made to determine whether the modification represents a full or partial termination of the lease. For full or partial lease terminations, the underlying lease liability is remeasured and the carrying amount of the ROU asset is reduced in proportion to the full or partial termination of the lease. The Company then recognizes a gain or loss as of the effective date of the modification for any difference between the reduction in the lease liability and the reduction in the ROU asset. In the six months ended June 27, 2020, the Company incurred $3.2 million of charges in connection with the execution of an early termination agreement on a lease to exit office space. The Company records all reserves within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. A summary of the restructuring activity and related reserves at June 26, 2021 is as follows:

	Severance Pay and Benefits
Accrued Balance at December 26, 2020	$	2,330
2021 Charges		32
2021 Cash Payments		(1,934	)
Accrued Balance at June 26, 2021	$	428

All restructuring occurred in the Company’s North American segment.

13. Related-Party Transactions

During the three months ended June 26, 2021 the Company was reimbursed $1.2 million related to prior expenses. The amount is recorded in Other income (expense), net.

The Company did not enter into any other material related party transactions during the three and six months ended June 27, 2020.

14. Contingencies

The Company recognizes liabilities for contingencies and commitments when a loss is probable, and the amount can be reasonably estimated. The Company is involved in various lawsuits as defendant or co-defendant, and plaintiff, which have arisen in the ordinary course of business concerning various matters. The Company believes that the results of such matters will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

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Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

15. Segment Information

We have defined our operating segments on a geographic basis, as this aligns with how our Chief Operating Decision Makers’ (“CODM”) manage our business, including resource allocation and performance assessment.

The North America segment includes the United States, Canada, Mexico and export markets where we market, sell or distribute our products from the United States. This segment represents results of operations conducted by us or indirectly through distributors located in such countries. The North America segment is responsible for our yogurt, Oat Milk, Coffee Creamers and Coffee market positions, as well as our food service market positions in the United States, Canada and Mexico.

The International segment includes Australia and countries other than those included in the North America segment where we currently manufacture, market, sell or distribute our products. In Australia, we sell our yogurt under the Chobani and Gippsland Dairy brands.

The CODM evaluates segment performance based on several factors, including net sales, and adjusted EBITDA. EBITDA consists of net income (loss) before interest expense, income tax provision and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for unusual items and other adjustments such as gain on extinguishment of debt, asset impairment and gain or loss on disposals, restructuring costs, stock based compensation expense, costs related to new platforms, and non-recurring and other charges. The CODM uses adjusted EBITDA as a measurement to evaluate performance and allocate resources.

The CODM does not use assets by segment to evaluate performance or allocate resources. Therefore, we do not disclose assets by segment.

Our segment net sales were as follows:

	Three Months Ended				Six Months Ended
	June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Net Sales:
North America	$	373,558	$	306,690	$	722,438	$	638,666
International		34,725		28,078		70,884		61,784
Total net sales	$	408,283	$	334,768	$	793,322	$	700,450

F-60

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

The reconciliation of Segment Adjusted EBITDA to net income (loss) is as follows:

	Three Months Ended						Six Months Ended
	June 26, 2021			June 27, 2020			June 26, 2021			June 27, 2020
Segment Adjusted EBITDA:
North America Adjusted EBTIDA	$	54,607		$	54,596		$	95,109		$	92,747
Asset impairment and gain/loss on disposals		(96	)		5			12			21
Non-recurring and other charges		(2,537	)		(970	)		(4,475	)		(1,271	)
Restructuring costs		—			—			(3,275	)		—
Stock based compensation expense		(1,190	)		(736	)		(2,097	)		(2,351	)
Costs related to new products		(1,627	)		(6,589	)		(2,600	)		(15,281	)
International Adjusted EBITDA		2,928			1,718			4,962			5,859
Asset impairment and gain/loss on disposals		(1	)		—			(1	)		—
Non-recurring and other charges		(113	)		(155	)		(299	)		(155	)
EBITDA		51,971			47,868			87,336			79,569
Depreciation and amortization		(26,355	)		(27,092	)		(53,044	)		(54,033	)
Income tax provision		(501	)		(78	)		(568	)		(502	)
Interest expense, net		(22,553	)		(22,483	)		(45,634	)		(45,393	)
Net income (loss)	$	2,562		$	(1,785	)	$	(11,910	)	$	(20,359	)

Depreciation and amortization expense included within segment income presented above is as follows:

	Three Months Ended				Six Months Ended
	June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
North America	$	24,522	$	25,478	$	49,353	$	50,783
International		1,833		1,614		3,691		3,250
Total	$	26,355	$	27,092	$	53,044	$	54,033

Additional information regarding property, plant & equipment disaggregated by segment is as follows:

	As of
	June 26, 2021		December 26, 2020
North America	$	620,694	$	635,023
International		29,720		30,452
Total	$	650,414	$	665,475

Additional information regarding purchases of property, plant & equipment disaggregated by segment is as follows:

	Six Months Ended
	June 26, 2021		June 27, 2020
North America	$	39,818	$	50,129
International		1,287		2,769
Total	$	41,105	$	52,898

F-61

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Additional information regarding our net sales disaggregated by product line is as follows:

	Three Months Ended				Six Months Ended
	June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Net Sales by Product Category:
Yogurt Products	$	348,827	$	301,925	$	687,712	$	625,988
Other		59,456		32,843		105,610		74,462
Total net sales	$	408,283	$	334,768	$	793,322	$	700,450

16. Derivative Financial Instruments

In May 2019, the Company entered into three 24-month, floating-to-fixed interest rate swap contracts with $300.0 million total notional amount to hedge LIBOR based interest payments on a portion of the Company’s First Lien Term Loan facility. In December 2019, the Company entered into two 24-month, floating-to-fixed interest rate swap contracts with $150.0 million total notional amount to hedge LIBOR based interest payments on a portion of the Company’s First Lien Term Loan facility. Both the May 2019 and December 2019 contracts expire in February 2022. These swaps were designated as cash flow hedges. On October 23, 2020, the Company terminated $50.0 million notional interest rate swap that became effective on February 28, 2020. The Company expects to recognize $2.8 million of interest expense from Accumulated Other Comprehensive Loss in the next 12 months related to the $400.0 million notional interest rate swaps. The Company expects to recognize $0.4 million of interest expense from Accumulated Other Comprehensive Loss in the next 12 months due to the termination of the $50.0 million notional interest rate swap.

The fair value of the interest rate swaps are determined using an income approach with factors such as interest rates and yield curves, which represent market observable inputs and are generally classified as Level 2. The fair value changes in the swap contracts are recorded in other comprehensive income and reclassified into interest expense over the life of the underlying debt obligations.

Presented in the table below is the fair value of derivatives:

			June 26, 2021					December 26, 2020
	Balance Sheet Caption		Fair Value of Derivative			U.S. Dollar Notional		Fair Value of Derivative			U.S. Dollar Notional
Derivatives Designated as Hedging Instruments:
Interest rate swap contracts (current)		Accrued expenses and other current liabilities	$	(2,817	)	$	400,000	$	—		$	—
Interest rate swap contracts (non-current)		Other long-term liabilities	$	—		$	—	$	(4,906	)	$	400,000

F-62

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

The table below provides information and pretax gain or loss amounts for derivatives that are designated in a fair value hedging relationship:

	Three Months Ended				Six Months Ended
	June 26, 2021		June 27, 2020		June 26, 2021		June 27, 2020
Derivatives Designated in a Cash Flow Hedging Relationship:
Interest rate swap contracts
Amount of gain (loss) recognized in OCI on derivatives	$	1,048	$	800	$	2,089	$	(4,306	)

17. Accumulated Other Comprehensive Loss

The components of Accumulated Other Comprehensive Loss were as follows:

	Foreign Currency Translation Adjustments			Gains (Losses) on Cash Flow Hedges			Total Accumulated Other Comprehensive Loss
Balance at March 28, 2020	$	(25,857	)	$	(9,006	)	$	(34,863	)
Other comprehensive loss before reclassifications		4,499			(39	)		4,460
Amounts reclassified from accumulated other comprehensive loss					1,108			1,108
Net current-period other comprehensive loss		4,499			1,069			5,568
Balance at June 27, 2020	$	(21,358	)	$	(7,937	)	$	(29,295	)
Balance at December 28, 2019	$	(20,646	)	$	(3,631	)	$	(24,277	)
Other comprehensive loss before reclassifications		(712	)		(5,543	)		(6,255	)
Amounts reclassified from accumulated other comprehensive loss		—			1,237			1,237
Net current-period other comprehensive loss		(712	)		(4,306	)		(5,018	)
Balance at June 27, 2020	$	(21,358	)	$	(7,937	)	$	(29,295	)
Balance at March 27, 2021	$	(15,658	)	$	(4,208	)	$	(19,866	)
Other comprehensive income before reclassifications		(197	)		144			(53	)
Amounts reclassified from accumulated other comprehensive loss		—			998			998
Net current-period other comprehensive income		(197	)		1,142			945
Balance at June 26, 2021	$	(15,855	)	$	(3,066	)	$	(18,921	)
Balance at December 26, 2020	$	(15,960	)	$	(5,342	)	$	(21,302	)
Other comprehensive income before reclassifications		105			246			351
Amounts reclassified from accumulated other comprehensive loss		—			2,030			2,030
Net current-period other comprehensive income		105			2,276			2,381
Balance at June 26, 2021	$	(15,855	)	$	(3,066	)	$	(18,921	)

18. Subsequent Events

The Company has evaluated subsequent events through August 16, 2021, the date the financial statements were issued.

F-63

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

             Shares

Class A Common Stock

Prospectus

Goldman Sachs & Co. LLC

BofA Securities

J.P. Morgan

Barclays

TD Securities

Stifel

KeyBanc Capital Markets

Canaccord Genuity

Academy Securities

C.L. King & Associates

Ramirez & Co., Inc.

Siebert Williams Shank

                    , 2021

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table shows the costs and expenses, other than underwriting discounts and commissions, payable in connection with the sale and distribution of the securities being registered. Except as otherwise noted, we will pay all of these amounts. All amounts except the SEC registration fee, the FINRA fee and the stock exchange listing fee are estimated.

SEC Registration Fee	$	*
FINRA Filing Fee		*
Stock Exchange Listing Fee		*
Printing Costs		*
Legal Fees and Expenses		*
Accounting Fees and Expenses		*
Transfer Agent Fees and Expenses		*
Miscellaneous Expenses		*
Total	$	*

* To be provided by amendment.

Item 14. Indemnification of Directors and Officers.

Our certificate of incorporation will provide that, to the fullest extent permitted by the Delaware General Corporate Law, or the DGCL, no director shall be personally liable to our company or its stockholders for monetary damages for breach of fiduciary duty as a director. Our bylaws will provide that each person who was or is party or is threatened to be made a party to, or was or is otherwise involved in, any threatened, pending or completed proceeding by reason of the fact that he or she is or was a director or officer of our company or was serving at the request of our company as a director, officer, employee, agent or trustee of another entity shall be indemnified and held harmless by us to the full extent authorized by the DGCL against all expense, liability and loss actually and reasonably incurred in connection therewith, subject to certain limitations.

Section 145(a) of the DGCL authorizes a corporation to indemnify any person who was or is a party, or is threatened to be made a party, to a 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 the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, 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, with respect to any criminal action or proceeding, had no reasonable cause to believe the 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 right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another

II-1

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the 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.

The DGCL also provides that indemnification under Sections 145(a) and (b) can only be made upon a determination that indemnification of the present or former director, officer or employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 145(a) and (b). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of directors who are not a party to the action at issue (even though less than a quorum), (2) by a majority vote of a designated committee of these directors (even though less than a quorum), (3) if there are no such directors, or these directors authorize, by the written opinion of independent legal counsel, or (4) by the stockholders.

Section 145(g) of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise 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 Section 145 of the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide for eliminating or limiting the personal liability of one of its directors for any monetary damages related to a breach of fiduciary duty as a director, as long as the corporation does not eliminate or limit the liability of a director for acts or omissions which (1) were in bad faith, (2) were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, (3) the director derived an improper personal benefit from (such as a financial profit or other advantage to which such director was not legally entitled) or (4) breached the director’s duty of loyalty.

We expect to enter into indemnification agreements with each of our officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf.

The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement will provide for indemnification of our directors and officers by the underwriters against certain liabilities.

Item 15. Recent Sale of Unregistered Securities.

We have not sold any securities registered or otherwise, within the past three years.

II-2

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Item 16. Exhibits and Financial Data Schedules.

Exhibit Index

Exhibit No.	Description of Exhibit
1.1	Form of Underwriting Agreement.*
3.1	Form of Amended and Restated Certificate of Incorporation to be in effect upon completion of this offering.*
3.2	Form of Amended and Restated Bylaws to be in effect upon completion of this offering.*
4.1	Form of Stockholders’ Agreement.*
4.2	Indenture, dated as of April 13, 2017, relating to the 7.50% Senior Unsecured Notes due 2025, by and among Chobani, LLC, as issuer, Chobani Finance Corporation, Inc., as co-issuer, Chobani Global Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
4.3	Indenture, dated as of October 23, 2020, relating to the 4.625% Senior Secured Notes due 2028, by and among Chobani, LLC, as issuer, Chobani Finance Corporation, Inc., as co-issuer, Chobani Global Holdings, LLC, as parent guarantor, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent.
4.4	Form of 7.50% Senior Unsecured Note due 2025 (included in Exhibit 4.2).
4.5	Form of 4.625% Senior Secured Note due 2028 (included in Exhibit 4.3).
5.1	Opinion of Gibson, Dunn & Crutcher LLP.*
10.1	Form of Amended & Restated Chobani Global Holdings, LLC Agreement to be in effect upon completion of this offering.*
10.2	Form of Tax Receivable Agreement.*
10.3	Form of Indemnification Agreement entered into with Directors and Executive Officers.*
10.4	Form of Chobani Inc. 2021 Equity Incentive Plan.
10.5	Chobani Global Holdings, LLC Incentive Plan.
10.6	CGH Management Holdings, LLC 2016 Management Plan (Amended and Restated as of January 1, 2020) and Form of Grant Agreement.
10.7	CGH Management Holdings, LLC 2020 Management Plan and Form of Grant Agreement.
10.8	Chobani, LLC 2020 Long Term Incentive Plan and Form of Award Notice.
10.9	Chobani Global Holdings, LLC 2016 Growth Sharing Plan.
10.10	Chobani Global Holdings, LLC 2020 Value Sharing Plan and Form of Award Notice for Directors.*
10.11	First Lien Credit Agreement, dated as of October 7, 2016, by and among Chobani Global Holdings, LLC, Chobani, LLC, Chobani Idaho, LLC, Bank of America, N.A. as administrative agent, and the other lenders and parties thereto.
10.12	Amendment No. 1 to the First Lien Credit Agreement, dated as of April 13, 2017, by and among Chobani Global Holdings, LLC, Chobani, LLC, Chobani Idaho, LLC, Bank of America, N.A. as administrative agent, and the other lenders and parties thereto.
10.13	Amendment No. 2 to the First Lien Credit Agreement, dated as of October 10, 2017, by and among Chobani Global Holdings, LLC, Chobani, LLC, Chobani Idaho, LLC, Bank of America, N.A. as administrative agent, and the other lenders and parties thereto.

II-3

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

Exhibit No.	Description of Exhibit
10.14	Amendment No. 3 to the First Lien Credit Agreement, dated as of October 23, 2020, by and among Chobani Global Holdings, LLC, Chobani, LLC, Bank of America, N.A. as administrative agent, and the other lenders and parties thereto.
10.15	Employment Letter between Hamdi Ulukaya and Chobani Global Holdings, LLC, dated June 27, 2018.
10.16	Employment Letter Amendment between Hamdi Ulukaya and Chobani Global Holdings, LLC, dated December 20, 2018.
10.17	Employment Agreement between Michelle Brooks and Chobani Global Holdings, LLC, dated December 7, 2020.
10.18	Amendment to Employment Agreement between Michelle Brooks and Chobani Global Holdings, LLC, dated February 26, 2021.
10.19	Amendment to Employment Agreement between Michelle Brooks and Chobani Global Holdings, LLC, dated June 30. 2021.
10.20	Employment Agreement between Peter McGuinness and Chobani Global Holdings, LLC, dated February 12, 2020.
10.21	Employment Agreement between Kathleen A. Leo and Chobani Global Holdings, LLC, dated May 10, 2016.
10.22	Offer Letter between Jason Blaisure and Agro Farma, Inc. dated November 1, 2011.
10.23	Amendment to Offer Letter between Jason Blaisure and Chobani, LLC, dated August 2018.
10.24	Amendment to Offer Letter between Jason Blaisure and Chobani, LLC, dated August 21, 2020.
10.25	Amendment to Offer Letter between Jason Blaisure and Chobani, LLC, dated August 3, 2021.
10.26	Form of Chobani Inc. 2021 Employee Stock Purchase Plan.*
21.1	Subsidiaries of the Registrant.*
23.1	Consent of Ernst & Young LLP, independent registered public accounting firm, as to Chobani Global Holdings, LLC.
23.2	Consent of Ernst & Young LLP, independent registered public accounting firm, as to Chobani Inc.
23.3	Consent of Gibson, Dunn & Crutcher LLP (to be included in Exhibit 5.1).*
24.1	Powers of Attorney (included on the signature page hereto).
99.1	Consent of Marla Beck, as director nominee.
99.2	Consent of Shelley Broader, as director nominee.
99.3	Consent of Christiane Pendarvis, as director nominee.
99.4	Consent of Giovanni (John) Prato, as director nominee.
99.5	Consent of Claudia Romo Edelman, as director nominee.
99.6	Consent of Jim Walker, as director nominee.

* To be filed by amendment.

II-4

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

(b) Financial Statement Schedule

None. Financial statement schedules have been omitted because the information is included in our consolidated financial statements included elsewhere in this Registration Statement.

Item 17. Undertakings.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the forgoing 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.

The undersigned registrant hereby undertakes that:

(i) 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.

(ii) 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.

II-5

Confidential Treatment Requested by Chobani Inc. Pursuant to 17 C.F.R. Section 200.83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Berlin, State of New York, on                     , 2021.

Chobani Inc.
By:
Name:	Hamdi Ulukaya
Title:	Founder, Chief Executive Officer and Chairperson

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hamdi Ulukaya, Jody Macedonio and Kathy Leo, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities (including, the capacities listed below), to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, the following persons have signed this Registration Statement in the capacities and on the date indicated.

Hamdi Ulukaya	Founder, Chief Executive Officer and Chairperson (Principal Executive Officer)	, 2021
Jody Macedonio	Chief Financial Officer (Principal Financial and Accounting Officer)	, 2021
Peter McGuinness	President and Chief Operating Officer	, 2021

II-6

EX-4.2

Exhibit 4.2

EXECUTION VERSION

INDENTURE

Dated as of April 13, 2017

Among

CHOBANI, LLC,

as Issuer,

CHOBANI FINANCE CORPORATION, INC.,

as Co-Issuer,

CHOBANI GLOBAL HOLDINGS, LLC,

as Parent Guarantor,

the SUBSIDIARY GUARANTORS party hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

7.500% SENIOR NOTES DUE 2025

CONTENTS

		Page
Article I       DEFINITIONS AND INCORPORATION BY REFERENCE			5
SECTION 1.01.	Definitions		5
SECTION 1.02.	Other Definitions		57
SECTION 1.03.	[Reserved]		58
SECTION 1.04.	Rules of Construction		58
SECTION 1.05.	Acts of Holders		59
SECTION 1.06.	Limited Condition Transactions; Measuring Compliance		60
Article II       THE NOTES			62
SECTION 2.01.	Form and Dating; Terms		62
SECTION 2.02.	Execution and Authentication		64
SECTION 2.03.	Registrar, Transfer Agent and Paying Agent		64
SECTION 2.04.	Paying Agent to Hold Money in Trust		65
SECTION 2.05.	Holder Lists		65
SECTION 2.06.	Transfer and Exchange		65
SECTION 2.07.	Replacement Notes		78
SECTION 2.08.	Outstanding Notes		78
SECTION 2.09.	Treasury Notes		79
SECTION 2.10.	Temporary Notes		79
SECTION 2.11.	Cancellation		79
SECTION 2.12.	Defaulted Interest		79
SECTION 2.13.	CUSIP/ISIN Numbers		80
Article III       REDEMPTION			80
SECTION 3.01.	Notices to Trustee		80
SECTION 3.02.	Selection of Notes to Be Redeemed		80
SECTION 3.03.	Notice of Redemption		80
SECTION 3.04.	Effect of Notice of Redemption		82
SECTION 3.05.	Deposit of Redemption Price		82
SECTION 3.06.	Notes Redeemed in Part		82
SECTION 3.07.	Optional Redemption		83
SECTION 3.08.	Mandatory Redemption		84
SECTION 3.09.	Offers to Repurchase by Application of Excess Proceeds		84
Article IV       COVENANTS			86
SECTION 4.01.	Payment of Notes		86
SECTION 4.02.	Maintenance of Office or Agency		87
SECTION 4.03.	Reports and Other Information		87
SECTION 4.04.	Compliance Certificate		91
SECTION 4.05.	Taxes		91
SECTION 4.06.	Stay, Extension and Usury Laws		91
SECTION 4.07.	Limitation on Restricted Payments		91
SECTION 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		102
SECTION 4.09.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		105
SECTION 4.10.	Asset Sales		115

SECTION 4.11.	Transactions with Affiliates	119
SECTION 4.12.	Liens	123
SECTION 4.13.	Company Existence	124
SECTION 4.14.	Offer to Repurchase Upon Change of Control	124
SECTION 4.15.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	126
SECTION 4.16.	Suspension of Covenants	126
SECTION 4.17.	Limitations on Activities of the Co-Issuer	128
SECTION 4.18.	Limitation on Activities of the Parent Guarantor	129
Article V       SUCCESSORS		130
SECTION 5.01.	Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets	130
SECTION 5.02.	Successor Person Substituted	132
Article VI       DEFAULTS AND REMEDIES		133
SECTION 6.01.	Events of Default	133
SECTION 6.02.	Acceleration	135
SECTION 6.03.	Other Remedies	136
SECTION 6.04.	Waiver of Past Defaults	136
SECTION 6.05.	Control by Majority	136
SECTION 6.06.	Limitation on Suits	136
SECTION 6.07.	Rights of Holders to Receive Payment	137
SECTION 6.08.	Collection Suit by Trustee	137
SECTION 6.09.	Restoration of Rights and Remedies	137
SECTION 6.10.	Rights and Remedies Cumulative	137
SECTION 6.11.	Delay or Omission Not Waiver	137
SECTION 6.12.	Trustee May File Proofs of Claim	137
SECTION 6.13.	Priorities	138
SECTION 6.14.	Undertaking for Costs	138
Article VII       TRUSTEE		139
SECTION 7.01.	Duties of Trustee	139
SECTION 7.02.	Rights of Trustee	140
SECTION 7.03.	Individual Rights of Trustee	142
SECTION 7.04.	Trustee’s Disclaimer	142
SECTION 7.05.	Notice of Defaults	142
SECTION 7.06.	[Reserved]	142
SECTION 7.07.	Compensation and Indemnity	142
SECTION 7.08.	Replacement of Trustee	143
SECTION 7.09.	Successor Trustee by Merger, etc	144
SECTION 7.10.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	144
SECTION 7.11.	Eligibility; Disqualification	145
Article VIII       LEGAL DEFEASANCE AND COVENANT DEFEASANCE		145
SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	145
SECTION 8.02.	Legal Defeasance and Discharge	145
SECTION 8.03.	Covenant Defeasance	146
SECTION 8.04.	Conditions to Legal or Covenant Defeasance	146

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SECTION 8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	148
SECTION 8.06.	Repayment to Issuers	148
SECTION 8.07.	Reinstatement	149
Article IX       AMENDMENT, SUPPLEMENT AND WAIVER		149
SECTION 9.01.	Without Consent of Holders	149
SECTION 9.02.	With Consent of Holders	150
SECTION 9.03.	[Reserved]	152
SECTION 9.04.	Revocation and Effect of Consents	152
SECTION 9.05.	Notation on or Exchange of Notes	152
SECTION 9.06.	Trustee to Sign Amendments, etc	152
Article X       GUARANTEES		153
SECTION 10.01.	Guarantee	153
SECTION 10.02.	Limitation on Guarantor Liability	154
SECTION 10.03.	Execution and Delivery	155
SECTION 10.04.	Subrogation	155
SECTION 10.05.	Benefits Acknowledged	155
SECTION 10.06.	Release of Guarantees	155
Article XI       SATISFACTION AND DISCHARGE		157
SECTION 11.01.	Satisfaction and Discharge	157
SECTION 11.02.	Application of Trust Money	157
Article XII       MISCELLANEOUS		158
SECTION 12.01.	[Reserved]	158
SECTION 12.02.	Notices	158
SECTION 12.03.	Communication with Holders of a Global Note	159
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent	159
SECTION 12.05.	Statements Required in Certificate or Opinion	160
SECTION 12.06.	Rules by Trustee and Agents	160
SECTION 12.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	160
SECTION 12.08.	Governing Law	160
SECTION 12.09.	Waiver of Jury Trial	160
SECTION 12.10.	Force Majeure	161
SECTION 12.11.	No Adverse Interpretation of Other Agreements	161
SECTION 12.12.	Successors	161
SECTION 12.13.	Severability	161
SECTION 12.14.	Counterpart Originals	161
SECTION 12.15.	Table of Contents, Headings, etc	161
SECTION 12.16.	USA PATRIOT Act	161

EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Any Future Guarantors

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INDENTURE, dated as of April 13, 2017, among (a) Chobani, LLC, a Delaware limited liability company as the Issuer (as defined herein), (b) Chobani Finance Corporation, Inc., a Delaware corporation, as the Co-Issuer (as defined herein), (c) Chobani Global Holdings, LLC, as the Parent Guarantor (as defined herein), (d) the Subsidiary Guarantors (as defined herein) and (e) Wells Fargo Bank, National Association, a national banking association, as Trustee (as defined herein).

W I T N E S S E T H

WHEREAS, the Issuers (as defined herein) have duly authorized the creation of an issue of $530,000,000 aggregate principal amount of the Issuers’ 7.500% senior notes due 2025 (the “Notes”);

WHEREAS, the Issuers and the Guarantors (as defined herein) have duly authorized the execution and delivery of this Indenture (as defined herein);

NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into, or became a Restricted Subsidiary of, such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating 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” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Additional Project Documents” means any credit, loan or finance agreement and any other document, agreement or instrument relating to Additional Project Indebtedness.

“Additional Project Indebtedness” means NMTC loans incurred by the Issuer at any time after the Issue Date.

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“Additional Project Property” means, any fixed assets which were acquired, renovated or improved with proceeds of Additional Project Indebtedness.

“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” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), 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.

“Agent” means any Registrar, co-registrar, Transfer Agent, Paying Agent or additional paying agent.

“Applicable Indebtedness” has the meaning assigned to it in the definition of “Weighted Average Life to Maturity.”

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.00% of the principal amount of such Note; and

(2) the excess, if any, of:

(a) the present value at such Redemption Date of (i) the redemption price of such Note at April 15, 2020 (as set forth in the table appearing in Section 3.07(e)), plus (ii) all required remaining scheduled interest payments due on such Note through April 15, 2020 (excluding accrued but unpaid interest to, but excluding, 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 then outstanding principal amount of such Note on such Redemption Date,

as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer will designate; provided that such calculation will not be the duty or obligation of the Trustee.

“Applicable Procedures” means, with respect to any selection of Notes or any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such selection, transfer or exchange.

“Applicable Tax Rate” means the highest combined effective U.S. federal, state, and local marginal rate of tax on income taxed as ordinary income or long-term capital gains, as the case may be, (taking into account any limitations on, or the availability of, deductions) applicable to an individual resident in New York, New York for such Tax Distribution Period.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

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(2) the issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of (i) Cash Equivalents or Investment Grade Securities, (ii) obsolete, damaged or worn out property or assets in the ordinary course of business or consistent with industry practice or any disposition of inventory or goods (or other assets, including dairy products) held for sale or no longer used or useful in the ordinary course, (iii) assets no longer economically practicable or commercially reasonable to maintain (as determined in good faith by the management of the Issuer), (iv) dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business and (v) assets for purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Issuer and the Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course;

(b) the disposition of all or substantially all of the assets of the Issuer or a Restricted Subsidiary in a manner permitted pursuant to Section 5.01 (other than Sections 5.01(a)(2) and 5.01(b)(2)) or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) any disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 or any Permitted Investment or any acquisition otherwise permitted by this Indenture;

(d) any disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate fair market value for any individual transaction or series of related transactions of less than $20.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) (i) the lease, assignment or sub-lease, license or sublicense of any real or personal property in the ordinary course of business or consistent with industry practice and (ii) the exercise of termination rights with respect to any lease, sub-lease, license or sublicense or other agreement;

(h) any issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary;

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(i) foreclosures, condemnation, expropriation, eminent domain or any similar action (including, for the avoidance of doubt, any casualty event) with respect to assets or the granting of Liens not prohibited by this Indenture;

(j) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, sales of receivables in connection with Receivables Financing Transactions or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with industry practice or in bankruptcy or similar proceedings;

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including asset securitizations permitted by this Indenture;

(l) the sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or consistent with industry practice or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection thereof;

(m) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business or consistent with industry practice;

(n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business or consistent with industry practice;

(o) the unwinding of any Hedging Obligations;

(p) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(q) the lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business or consistent with industry practice, which in the reasonable good faith determination of the Issuer are not material to the conduct of the business of the Issuer and the Restricted Subsidiaries taken as a whole;

(r) the granting of a Lien that is permitted under Section 4.12;

(s) the issuance of directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required by applicable law;

(t) the disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted under this Indenture, which assets are not used or useful in the principal business of the Issuer and the Restricted Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Issuer to consummate any acquisition permitted under this Indenture;

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(u) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

(v) dispositions of property in connection with any Sale and Lease-Back Transaction; and

(w) the sales of property or assets for an aggregate fair market value not to exceed $30.0 million since the Issue Date.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Issuer.

“Broker-Dealer Regulated Subsidiary” means any Subsidiary of the Issuer that is registered as a broker-dealer under the Exchange Act or any other applicable laws requiring such registration.

“Business Day” means any day that is not a Legal Holiday.

“Capital Markets Indebtedness” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a private placement to institutional investors. For the avoidance of doubt, the term “Capital Markets Indebtedness” does not include any Indebtedness under commercial bank facilities, Indebtedness incurred in connection with a Sale and Lease-Back Transaction, Indebtedness incurred in the ordinary course of business of the Issuer, Capitalized Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering.”

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

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(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 or membership interests (whether general or limited); 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 or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Issue Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for purposes of this Indenture regardless of any change in GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and the Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and the Restricted Subsidiaries.

“Captive Insurance Subsidiary” means any Subsidiary of the Issuer that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Equivalents” means:

(1) dollars;

(2) in the case of any Foreign Subsidiary or any jurisdiction in which the Issuer or any Restricted Subsidiary conducts business, such local currencies held by it from time to time in the ordinary course of business;

(3) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 36 months or less from the date of acquisition;

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(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of three years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding three years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (7) and (8) below entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;

(6) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer) and in each case maturing within 36 months after the date of acquisition thereof;

(7) marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer);

(8) securities issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having maturities of not more than 36 months from the date of acquisition thereof;

(9) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer) with maturities of 36 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer) with maturities of 36 months or less from the date of acquisition;

(11) Investments with average maturities of 36 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer);

(12) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (11) above; and

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(13) solely with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make in accordance with applicable law.

In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents will also include (i) investments of the type and maturity described in clauses (1) through (13) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts, except amounts used to pay non-Dollar denominated obligations of the Issuer or any Restricted Subsidiary in the ordinary course of business, are converted into any currency listed in clause (1) or (2) above as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts.

“Cash Management Agreement” means any agreement entered into from time to time by the Issuer or any Restricted Subsidiary in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Obligations” means Obligations in connection with, or in respect of, Cash Management Services.

“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automatic clearing house fund transfer services, return items and interstate depository network services), (c) foreign exchange, netting and currency management services and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash Management Agreements.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.

“CFC Holdco” means a Subsidiary substantially all of whose assets consists (directly or indirectly) of the Capital Stock or indebtedness of one or more Subsidiaries that are CFCs.

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation, amalgamation or business combination) of all or substantially all of the assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

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(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) (a) any Person (other than a Permitted Holder) or (b) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Equity Interests of the Parent Guarantor representing more than fifty percent (50.00%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent Guarantor (it being understood and agreed that for purposes of measuring beneficial ownership held by any Person that is not a Permitted Holder, Equity Interests held by any Permitted Holder will be excluded), unless the Permitted Holders have, at such time, directly or indirectly, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Parent Guarantor; or

(3) Parent Guarantor ceases to own, directly or indirectly, 100% of the Capital Stock of the Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme and its successors.

“Co-Issuer” means Chobani Finance Corporation, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of the Issuer.

“Code” means the Internal Revenue Code of 1986, as amended.

“consolidated” means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person, provided that with respect to any Person who is the Parent Guarantor, the term “consolidated” refers to the Parent Guarantor consolidated with the Issuers and the Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and the Restricted Subsidiaries, including, the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and the amortization of Capitalized Software Expenditures of such Person and the Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and the Restricted Subsidiaries for such period:

(1) increased (without duplication) by the following, in each case (other than clauses (h), (l) and (m)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(a) total interest expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations or such derivative instruments; plus

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(b) provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar taxes, property taxes and similar taxes, and foreign withholding taxes paid or accrued during such period (including any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to the definition of “Consolidated Net Income,” and any payments to a Parent Company in respect of such taxes permitted to be made under this Indenture; plus

(c) Consolidated Depreciation and Amortization Expense for such period; plus

(d) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Issuer may determine not to add back such non-cash charge in the current period and (ii) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement of deferred compensation balances awarded prior to the Issue Date, in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(e) minority interest expense, the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned Restricted Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

(f) the amount of payments made to optionholders of such Person or any Parent Company in connection with, or as a result of, any distribution being made to equityholders of such Person or its Parent Company, which payments are being made to compensate such optionholders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Indenture; plus

(g) the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus

(h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

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(i) any costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

(j) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits, and any other items of a similar nature, plus

(k) accruals, payments, fees, costs, charges and expenses with respect to any transaction not prohibited by this Indenture, including, without limitation, permitted Asset Sale, acquisitions, Investments, issuance of Equity Interests (including any initial public offering of the common equity of the Parent Guarantor or the Issuer) or Indebtedness and refinancings, amendments or waivers in respect of this Indenture or any Credit Facility (and any refinancing thereof), in each case whether or not consummated; plus

(l) the amount of “run rate” cost savings, synergies and operating expense reductions related to mergers and other business combinations, acquisitions, divestitures, dispositions or other specified transactions, restructurings, cost savings initiatives or other initiatives (including, for the avoidance of doubt, acquisitions occurring prior to the Issue Date) that are projected by the Issuer in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good-faith determination of the Issuer) within 24 months after such merger or other business combination, acquisition, divestiture, disposition or other specified transaction, restructuring, cost savings initiative or other initiative is consummated (or undertaken or implemented prior to consummation of the acquisition or other applicable transaction) (which cost savings, synergies or operating expense reductions shall be calculated on a pro forma basis as though such cost savings, synergies or operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized from such actions during such period (it being understood and agreed that “run rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken, whether prior to or following the Issue Date) (which adjustments may be incremental to (but not duplicative of) any pro forma cost savings, synergies or operating expense reduction adjustments as are appropriate and consistent with the pro forma provisions set forth in the definition of Fixed Charge Coverage Ratio); provided that such cost savings, synergies and operating expenses are reasonably identifiable and factually supportable; plus

(m) the amount of any charge that is reimbursable by any third party pursuant to indemnification or expense reimbursement provisions or similar agreements or insurance, in each case (i) to the extent actually reimbursed or (ii) at the Issuer’s option, at the time such charge is taken, so long as the Issuer in

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good faith expects to receive reimbursement for such fees and/or charges within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, to the extent previously added back to Consolidated Net Income in determining Consolidated EBITDA for a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated EBITDA for such period); plus

(n) any payments in the nature of compensation or expense reimbursement made to independent board members; plus

(o) any charge attributable to the undertaking and/or implementation of restructurings (including any tax restructurings), cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies (including, without limitation, in connection with any integration or transition, any curtailment, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility opening and/or pre-opening, any facility realignment, any inventory optimization program and/or any curtailment), any business optimization charge, any charge relating to the closure or consolidation of any facility (including but not limited to severance, rent termination costs, moving costs and legal costs), losses associated with discontinued products, any systems implementation charge, any charge relating to sign-up bonuses or other payments, any charge relating to severance payments, any charge relating to any strategic initiative, any consulting charge, any signing charge, any recruiting charge, any retention or completion bonus, any expansion and/or relocation charge; plus

(p) charges attributable to, and payments of, legal settlements, fines, judgments or orders and related legal costs and expenses; plus

(q) earnout obligation expense incurred in connection with any acquisition or other Investment (including any acquisition or other investment consummated prior to the Issue Date) to the extent paid or payable during the applicable period; plus

(r) to the extent not otherwise included in Consolidated Net Income, proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace, (i) to the extent actually received or, (ii) at the Issuer’s option, during such applicable period, so long as the Issuer in good faith expects to receive such proceeds within the next four fiscal quarters (it being understood that to the extent not actually received within such four fiscal quarters, to the extent previously added back to Consolidated Net Income in determining Consolidated EBITDA for a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated EBITDA for such period); plus

(s) any losses relating to entry into a new product category incurred during the first 9 months after such product category is introduced to the market; provided that the aggregate amount added back pursuant to this clause (s) for any period shall not exceed 10.00% of Consolidated EBITDA of the Parent Guarantor for such period (before giving effect to such adjustments); plus

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(t) any loss from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of); plus

(u) adjustments included in “Adjusted EBITDA” as set forth in the section of the Offering Memorandum entitled “Summary Historical Financial Data of the Company”; plus

(v) all charges from disposed, abandoned, divested and/or discontinued assets, properties or operations and/or discontinued operations (other than, at the option of the Issuer, assets or properties pending the divestiture or termination thereof); plus

(w) effects of adjustments related to purchase accounting; and

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition),

(b) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-Wholly-Owned Restricted Subsidiary added to (and not deducted from) Consolidated Net Income in such period, and

(c) any net income from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of).

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) cash interest expense (including that attributable to Capitalized Lease Obligations), net of cash interest income, with respect to Indebtedness of such Person and the Restricted Subsidiaries for such period, other than Non-Recourse Indebtedness, including commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under hedging agreements (other than in connection with the early termination thereof); plus

(2) non-cash interest expense resulting solely from (a) the amortization of original issue discount from the issuance of Indebtedness of such Person and the Restricted Subsidiaries at less than par (excluding the Notes and any Indebtedness borrowed under the Senior Credit Facilities in connection with the Transactions and any Non-Recourse Indebtedness), plus (b) pay-in-kind interest expense of such Person and the Restricted Subsidiaries payable pursuant to the terms of the agreements governing Indebtedness for borrowed money,

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excluding, in each case, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clauses (2)(a) and (2)(b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Obligations or other derivative instruments, including pursuant to FASB Accounting Standards Codification Topic 815— Derivatives and Hedging, (iii) costs associated with incurring or terminating Hedging Obligations and cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any Non-Recourse Indebtedness, (v) “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the Transactions, (vii) penalties and interest relating to taxes, (viii) accretion or accrual of discounted liabilities not constituting Indebtedness, (ix) interest expense attributable to a Parent Company resulting from push-down accounting, (x) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting, (xi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential), with respect thereto in connection with the Transactions, any acquisition or Investment and (xii) annual agency fees paid to the administrative agents and collateral agents (including any security or collateral trust arrangements related thereto) under any Credit Facilities, including the Senior Credit Facilities and the Notes.

For purposes of this definition, interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication,

(1) extraordinary, non-recurring or unusual gains, losses, fees, costs, charges or expenses (including relating to any strategic initiatives and accruals and reserves in connection with such gains, losses, charges or expenses);

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;

(3) Transaction Expenses;

(4) any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

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(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary or of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that the Consolidated Net Income of a Person will be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period;

(6) the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, 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 distributions has been legally waived (or the Issuer reasonably believes such restriction could be waived and is using commercially reasonable efforts to pursue such waiver); provided that Consolidated Net Income of a Person will be increased by the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents), or the amount that could have been paid in cash or Cash Equivalents without violating any such restriction or requiring any such approval, to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and the Restricted Subsidiaries) related to the application of recapitalization accounting (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items);

(8) income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments;

(9) any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(10) (a) any equity based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration or payout of, Equity Interests by management of such Person or of a Restricted Subsidiary or any Parent Company, (b) non-cash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees, and (c) any income (loss) attributable to deferred compensation plans or trusts;

(11) accruals and reserves that are established or adjusted in connection with an Investment or an acquisition that are required to be established or adjusted as a result of such Investment or such acquisition, in each case in accordance with GAAP;

(12) any expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture;

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(13) any non-cash gain (loss) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments;

(14) any net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (a) Hedging Obligations for currency exchange risk and (b) resulting from intercompany indebtedness) and any other foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

(15) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation;

(16) any non-cash rent expense;

(17) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures; and

(18) earnout and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments.

Notwithstanding the foregoing, for the purpose of Section 4.07 only (other than Section 4.07(a)(3)(D)), there will be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by such Person and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from such Person and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by such Person or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any dividend or distribution from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.07(a)(3)(D).

“Consolidated Secured Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments,” the aggregate principal amount of Indebtedness of the Parent Guarantor and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness, in each case secured by a lien; provided that Consolidated Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within 3 Business Days and (2) Hedging Obligations. 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. For the avoidance of doubt, Consolidated Secured Debt shall not include any obligations under Project Indebtedness or Additional Project Indebtedness.

“Consolidated Total Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments,” the aggregate principal amount of Indebtedness of the Parent Guarantor and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness; provided that Consolidated Total Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (2) Hedging Obligations. 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. For the avoidance of doubt, Consolidated Total Debt shall not include any obligations under Project Indebtedness or Additional Project Indebtedness.

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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other monetary obligations that do not constitute Indebtedness (“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:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) 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 against loss in respect thereof.

“Controlled Investment Affiliate” means, as to any Person, any other Person, other than the Sponsor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

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“Credit Facilities” means, with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities, including the Senior Credit Facilities or other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans, note issuances, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and other agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement, extend, renew, restate, amend, modify or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such exchange, replacement, refunding, supplemental, extended, renewed, restated, amended, modified or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof (provided that such increase in borrowings or issuances is permitted under Section 4.09 or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Custodian” means the Trustee, as custodian with respect to the Notes, each in global form, or any successor entity thereto.

“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 Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) 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 Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, any Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale 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 or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of, or collection or payment on, such Designated Non-Cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer, any Restricted Subsidiary thereof or any Parent Company (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate on or promptly after the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.07(a)(3).

“Designated Revolving Commitments” means any commitments to make loans or extend credit on a revolving basis to the Issuer or any Restricted Subsidiary by any Person other than the Issuer or any Restricted Subsidiary that have been designated in an Officer’s Certificate delivered to the Trustee as “Designated Revolving Commitments” until such time as the Issuer

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subsequently delivers an Officer’s Certificate to the Trustee to the effect that such commitments will no longer constitute “Designated Revolving Commitments”; provided that during such time, such Designated Revolving Commitments will be deemed an incurrence of Indebtedness on such date and will be deemed outstanding for purposes of calculating the Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and the availability of any baskets hereunder.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the maturity date of the Notes; provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer or its Subsidiaries or any Parent Company or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), such Capital Stock will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided, further that any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries, any Parent Company, or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability. For the purposes hereof, the aggregate principal amount of Disqualified Stock will be deemed to be equal to the greater of its voluntary or involuntary liquidation preference and maximum fixed repurchase price, determined on a consolidated basis in accordance with GAAP, and the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which the Consolidated Total Debt or Consolidated Secured Debt, as applicable, will be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Issuer.

“Domestic Subsidiary” means any direct or indirect Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

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“EMU” means the economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means, with respect to any Person, the Capital Stock (including profits interests) of such Person and all warrants, options or other rights to acquire Capital Stock (including profits interests) of such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock (including profits interests) of such Person.

“Equity Offering” means any public or private sale of common equity or Preferred Stock of the Issuer or any Parent Company (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any Parent Company’s common equity registered on Form S-4 or Form S-8;

(2) issuances to any Restricted Subsidiary; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors.

“Estimated Tax Period” means (i) January, February, and March, (ii) April and May, (iii) June, July, and August and (iv) September, October, November, and December of each calendar year.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, the fair market value of marketable securities or the fair market value of Qualified Proceeds received by the Issuer from:

(1) contributions to its common equity capital;

(2) dividends, distributions, fees and other payments from any joint ventures that are not Restricted Subsidiaries; and

(3) the sale (other than to a Restricted Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer;

in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate or that are excluded from the calculation set forth in Section 4.07(a)(3).

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“Excluded Subsidiary” means (1) any Subsidiary that is not a direct Wholly-Owned Subsidiary of the Issuer or a Guarantor, (2) any Subsidiary of the Parent Guarantor that is not a Domestic Subsidiary, (3) any CFC Holdco, (4) any Domestic Subsidiary that is a Subsidiary of any (i) CFC or (ii) CFC Holdco, (5) any Subsidiary, including any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions, that is prohibited or restricted by applicable law or by contractual obligation (including in respect of assumed Indebtedness permitted hereunder) existing on the Issue Date (or, with respect to any Subsidiary acquired by the Issuer or a Restricted Subsidiary after the Issue Date (and so long as such contractual obligation was not incurred in contemplation of such acquisition), on the date such Subsidiary is so acquired) from providing a Guarantee (including any Broker-Dealer Regulated Subsidiary), or if such Guarantee would require governmental (including regulatory) or third party (other than the Issuer, the Co-Issuer or any Guarantor or their respective Subsidiaries) consent, approval, license or authorization, (6) any special purpose vehicle (or similar entity) or any Securitization Subsidiary, (7) any Captive Insurance Subsidiary, (8) any not-for-profit Subsidiary, (9) any Subsidiary that is not a Significant Subsidiary, (10) any other Subsidiary with respect to which, in the reasonable judgment of the Issuer, the burden or cost (including any adverse tax consequences) of providing the Guarantee will outweigh the benefits to be obtained by the Holders therefrom and (11) each Unrestricted Subsidiary; provided that any such Subsidiary that is an Excluded Subsidiary pursuant to clause (9) or (10) above will cease to be an Excluded Subsidiary at any time such Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or the Co-Issuer or any other Guarantor.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith.

“Financial Officer” means the chief financial officer, accounting officer, treasurer, controller or other senior financial or accounting officer of the Issuer, as appropriate.

“Fixed Charge Coverage Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated EBITDA of the Parent Guarantor for such Test Period to (2) the Fixed Charges of the Parent Guarantor for such Test Period. In the event that the Parent Guarantor, the Issuer 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 or line of credit unless such Indebtedness has been permanently repaid and not replaced) or issues, repurchases or redeems Disqualified Stock or Preferred Stock or establishes or eliminates any Designated Revolving Commitments, in each case, subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the most recently ended Test Period (and (i) for the purposes of the numerator of the Total Net Leverage Ratio and the Senior Secured Net Leverage Ratio, as if the same had occurred on the last day of the most recently ended Test Period and (ii) for all purposes, as if Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred thereunder throughout such period); provided, however, that at the election of the Issuer, the pro forma calculation will not give effect to any Indebtedness incurred or Disqualified Stock or Preferred Stock issued on such determination date pursuant to Section 4.09(b) (other than Sections 4.09(b)(1)(b) and (14)).

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For purposes of making the computation referred to above, any Specified Transaction that has been consummated by the Issuer or any Restricted Subsidiary during any Test Period or subsequent to such Test Period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date will be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary since the beginning of such Test Period will have made any Specified Transaction that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect thereto for such Test Period as if such Specified Transaction had occurred at the beginning of the most recently ended Test Period.

For purposes of this definition, whenever pro forma effect is to be given to any Specified Transaction (including the Transactions), the pro forma calculations will be made in good faith by a Financial Officer of the Issuer and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Issuer in good faith to result from or relating to any Specified Transaction (including the Transactions and, for the avoidance of doubt, acquisitions occurring prior to the Issue Date) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Issuer) no later than twenty-four (24) months after the date of any such Specified Transaction (in each case as though such cost savings, operating expense reductions and synergies had been realized on the first day of the applicable period and as if such cost savings, operating expense reductions and synergies were realized for the entirety of such period). For the purposes of this Indenture, “run-rate” means the full recurring benefit for a period that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions.

If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness will be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, will be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charge Coverage Ratio Calculation Date” has the meaning assigned to it in the definition of “Fixed Charge Coverage Ratio.”

“Fixed Charge Coverage Test” has the meaning assigned to it in the definition of “Unrestricted Subsidiary.”

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:

(1) Consolidated Interest Expense of such Person for such period;

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(2) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect on the Issue Date. At any time after the Issue Date, the Parent Guarantor may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP will thereafter be construed to mean IFRS (except as otherwise provided in this Indenture); provided that any such election, once made, will be irrevocable; provided, further that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Parent Guarantor’s election to apply IFRS will remain as previously calculated or determined in accordance with GAAP. The Parent Guarantor will give notice of any such election made in accordance with this definition to the Trustee. Notwithstanding any other provision contained herein, (i) the amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations and Attributable Indebtedness shall be determined in accordance with the definition of Capitalized Lease Obligations and Attributable Indebtedness, respectively and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Issuer, Co-Issuer or any of the Issuer’s Subsidiaries at “fair value,” as defined therein.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Sections 2.01, 2.06(b) or 2.06(d) hereof.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local, or otherwise, 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 (including any supra-national bodies such as the European Union or the European Central Bank).

“Government Securities” means securities that are:

(1) direct obligations of the United States for the timely payment of which its full faith and credit is pledged; or

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(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States,

that, in either case, are not callable or redeemable at the option of the issuers thereof, and will 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.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture and the Notes.

“Guarantor” means the Parent Guarantor and each Restricted Subsidiary of the Parent Guarantor (other than the Issuer and the Co-Issuer), if any, that Guarantees the Notes in accordance with the terms of this Indenture (excluding any Parent Company (other than Parent Guarantor) that guarantees the Notes); provided that in no event shall an Excluded Subsidiary be a Guarantor (other than in accordance with the proviso that is contained in the definition of Excluded Subsidiary).

“Hedge Agreement” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“Holder,” at any time, means the Person in whose name a Note is registered on the Registrar’s books at such time.

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“IFRS” means the international financial reporting standards and interpretations issued by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including, in each case, adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Amounts” has the meaning assigned to it in the definition of “Refinancing Indebtedness.”

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or consistent with industry practice, (ii) any earn-out obligations until such obligation is reflected as a liability on the balance sheet (excluding any footnotes thereto) of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or

(d) representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any Parent Company appearing upon the balance sheet of the Issuer solely by reason of push-down accounting under GAAP will be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of this definition of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice; and

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(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of this definition of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person;

provided that notwithstanding the foregoing, Indebtedness will be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or consistent with industry practice, (b) reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under commercial letters of credit will be counted as Indebtedness three (3) Business Days after such amount is drawn), (c) obligations under or in respect of Qualified Securitization Facilities, (d) accrued expenses, (e) deferred or prepaid revenues and (f) asset retirement obligations and obligations in respect of reclamation and workers compensation (including pensions and retiree medical care); provided, further that Indebtedness will be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time.

“Independent Assets or Operations” means, with respect to any Parent Company, that Parent Company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent Company, is more than 3.00% of such Parent Company’s corresponding consolidated amount.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the initial $530,000,000 aggregate principal amount of Notes issued under this Indenture on the Issue Date.

“Initial Purchasers” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, TD Securities (USA) LLC and KeyBanc Capital Markets Inc.

“Interest Payment Date” means April 15 and October 15 of each year to stated maturity, beginning October 15, 2017.

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“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 selected by the Issuer.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests substantially all of its assets in investments of the type described in clauses (1) and (2) of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice) or purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person. For purposes of the definitions of “Permitted Investments” and “Unrestricted Subsidiary” and Section 4.07:

(1) “Investments” will include the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; minus

(b) the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer.

The amount of any Investment outstanding at any time will be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in respect of such Investment.

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“Issue Date” means April 13, 2017.

“Issuer” means Chobani, LLC and its successors.

“Issuers” means the Issuer and the Co-Issuer, collectively.

“Issuers’ Order” means a written request or order signed on behalf of the Issuers by an Officer of each Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the applicable Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, 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; provided that in no event will an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash and Cash Equivalents received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale, including any cash and Cash Equivalents received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, brokerage and sales commissions, title insurance premiums, related search and recording charges, survey costs and mortgage recording tax paid in connection therewith, all dividends, distributions or other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of any such Asset Sale by a Restricted Subsidiary, the amount of any purchase price or similar adjustment claimed by any Person to be owed by the Issuer or any Restricted Subsidiary, until such time as such claim will have been settled or otherwise finally resolved, or paid or payable by the Issuer or any Restricted Subsidiary, in either case in respect of such Asset Sale, any relocation expenses incurred as a result thereof, costs and expenses in connection with unwinding any Hedging Obligation in connection therewith, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Indenture, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) or amounts required to be applied to the repayments of

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Indebtedness secured by a Lien on such assets and required (other than required by Section 4.10(b)(1)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any Restricted Subsidiary as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“NMTC” means the New Markets Tax Credit Program administered by the Community Development Financial Institutions Fund under the U.S. Treasury Department.

“Non-Recourse Indebtedness” means Indebtedness that is non-recourse to the Issuer and the Restricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” has the meaning assigned to it in the recitals to this Indenture. Except as otherwise provided in this Indenture, the Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Obligations” means any principal, interest (including any interest accruing on or 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 is an allowed claim under applicable state, federal or foreign law), premium, 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, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated March 30, 2017, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or any Person. Unless otherwise indicated, Officer shall refer to an officer of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in this Indenture and delivered to the Trustee, provided, however, that if no particular Person is referenced, an Officer’s Certificate shall be deemed to be an Officer’s Certificate of the Issuer.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. Counsel may be an employee of or counsel to the Issuer or the Parent Guarantor.

“ordinary course of business” means activity conducted in the ordinary course of business of the Issuer and any Restricted Subsidiary.

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“Parent Company” means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of the Issuer.

“Parent Guarantor” means Chobani Global Holdings, LLC and any Successor Person in respect thereof.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received in connection with a Permitted Asset Swap that constitutes an Asset Sale must be applied in accordance with Section 4.10.

“Permitted Holder” means (1) (i) Hamdi Ulukaya and (a) his estate, executor, administrator, testamentary trustee, legatee or beneficiaries, (b) his spouse, parents, siblings, members of his immediate family (including adopted children and step-children) and/or direct lineal descendants, (c) a trust, the beneficiaries of which, or a corporation, limited liability company or partnership, the stockholders, members or partners of which, including only Hamdi Ulukaya and his spouse, parents, siblings, members of his immediate family (including adopted children and step-children) and/or other direct lineal descendants, (d) the Chobani Foundation and (e) the Tent Foundation, (ii) the Sponsor and (iii) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the Persons described in the foregoing clauses (i) and (ii) are members; provided that in the case of such group and without giving effect to the existence of such group or any other group, such Persons, collectively, have directly or indirectly, beneficial ownership of more than 50.00% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent Guarantor or any Permitted Parent and (2) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock of the Parent Guarantor or any Parent Company. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which any required Change of Control Offer is made in accordance with the requirements of this Indenture (or would have required a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with the provisions of this Indenture) will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Incremental Amount” means such amount of Indebtedness equal to the greater of (i) the Permitted Incremental Starter Amount, or (ii) an amount that would not result in the Parent Guarantor’s Senior Secured Net Leverage Ratio exceeding 4.00 to 1.00 for the Parent Guarantor’s most recently ended Test Period (or in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of the Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this sentence) determined on a pro forma basis, including a pro forma application of the net proceeds therefrom, as if the additional Indebtedness had been incurred and the application of proceeds occurred on the last day of such Test Period (provided that for purposes of determining the amount that may be incurred under this definition, (I) all Indebtedness then being incurred pursuant to this definition on such date in reliance on this definition shall be deemed to be included as Consolidated Secured Debt in clause (a) of the

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definition of “Senior Secured Net Leverage Ratio” and (II) any cash proceeds of any new Indebtedness then being incurred shall not be netted from the numerator in the Senior Secured Net Leverage Ratio for purposes of calculating the Senior Secured Net Leverage Ratio under this definition for purposes of determining whether such Indebtedness can be incurred).

“Permitted Incremental Starter Amount” means $90.0 million; provided, that from and after the first date (an “Incremental Starter Step-Up Date”) on which the Parent Guarantor’s Total Net Leverage Ratio for the Parent Guarantor’s most recently ended Test Period is within one of the levels set forth below, the Permitted Incremental Starter Amount shall immediately and automatically be increased to the dollar amount set forth opposite such higher incremental starter step-up level below (the “Incremental Starter Step-Up Level”); provided, further, that, for the avoidance of doubt, in no event shall the Permitted Incremental Starter Amount be decreased after any Incremental Starter Step-Up Date.

Incremental Starter Step-Up Level	Total Net Leverage Ratio	Starter Amount
1	<6.50:1.00 and >6.25:1.00	$	135.0 million
2	<6.25:1.00	$	180.0 million

“Permitted Investments” means:

(1) any Investment in the Issuer or any Restricted Subsidiary (including guarantees of obligations of the Restricted Subsidiaries);

(2) any Investment in Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made;

(3) any Investment by the Issuer or any Restricted Subsidiary in a Person that is engaged (directly or through entities that will be Restricted Subsidiaries) in a Similar Business, or in a business unit, line of business or division of such Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets or assets constituting such business unit, line of business or division in which such Investment was made, as applicable, to, or is liquidated into, the Issuer or a Restricted Subsidiary;

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, transfer or conveyance;

(4) any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described under Section 4.10 or any other disposition of assets not constituting an Asset Sale;

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(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification, replacement, renewal or reinvestment of any Investment or binding commitment existing on the Issue Date; provided that the amount of any such Investment or binding commitment may be increased only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under this Indenture;

(6) any Investment acquired by the Issuer or any Restricted Subsidiary:

(a) in exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by the Issuer or any Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable (including any trade creditor or customer);

(b) in satisfaction of judgments against other Persons;

(c) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(d) as a result of the settlement, compromise or resolution of (i) litigation, arbitration or other disputes or (ii) obligations of trade creditors or customers that were incurred in the ordinary course of business or consistent with industry practice, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer.

(7) Hedging Obligations permitted under Section 4.09(b)(10);

(8) any Investment in a Similar Business, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed (as of the date such Investment is made) the greater of (a) $70.0 million and (b) 35.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(9) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of the Issuer or any Parent Company; provided that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.07(a)(3);

(10) (a) guarantees of Indebtedness permitted under Section 4.09, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with industry practice and (b) the creation of Liens on the assets of the Issuer or any Restricted Subsidiary in compliance with Section 4.12;

(11) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 4.11(b) (except transactions described in clause (2), (5), (8), (9), (15) or (22) of such Section);

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(12) Investments consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or similar assets or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(13) Investments, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed (as of the date such Investment is made) the greater of (a) $70.0 million and (b) 35.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(14) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Qualified Securitization Facility (including distributions or payments of Securitization Fees) or any repurchase obligation in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase of such assets from the Issuer or any Restricted Subsidiary or to otherwise fund required reserves);

(15) loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, consultants, members of management and independent contractors not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to employees, directors, officers, members of management, independent contractors and consultants for business-related travel expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each case incurred in the ordinary course of business or consistent with past practice or consistent with industry practice or to future, present and former employees, directors, officers, members of management, independent contractors and consultants (and their Controlled Investment Affiliates and Immediate Family Members) to fund such Person’s purchase of Equity Interests of the Issuer or any Parent Company;

(17) advances, loans or extensions of trade credit or prepayments to suppliers or loans or advances made to distributors, in each case, in the ordinary course of business or consistent with past practice or consistent with industry practice;

(18) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with industry practice;

(19) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with industry practice;

(20) [Reserved];

(21) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with industry practice;

(22) the purchase or other acquisition of any Indebtedness of the Issuer or any Restricted Subsidiary to the extent not otherwise prohibited hereunder;

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(23) Investments in Unrestricted Subsidiaries or joint ventures, taken together with all other Investments made pursuant to this clause (23) that are at that time outstanding, without giving effect to the sale of an Unrestricted Subsidiary or joint venture to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable securities, not to exceed (as of the date such Investment is made) the greater of (a) $40.0 million and (b) 20.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(24) Investments in the ordinary course of business or consistent with industry practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers;

(25) any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Issuer or any of its Subsidiaries, which Investment is made in the ordinary course of business or consistent with industry practice of such Captive Insurance Subsidiary, or by reason of applicable law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable;

(26) [Reserved];

(27) Investments of assets relating to non-qualified deferred payment plans in the ordinary course of business or consistent with industry practice;

(28) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business or consistent with industry practice in connection with the cash management operations of the Issuer and its Subsidiaries;

(29) acquisitions of obligations of one or more directors, officers or other employees or consultants or independent contractors of any Parent Company, the Issuer or any Subsidiary of the Issuer in connection with such director’s, officer’s, employee’s, consultant’s or independent contractor’s acquisition of Equity Interests of the Issuer or any direct or indirect parent of the Issuer, to the extent no cash is actually advanced by the Issuer or any Restricted Subsidiary to such directors, officers, employees, consultants or independent contractors in connection with the acquisition of any such obligations;

(30) Investments resulting from pledges and deposits permitted pursuant to the definition of “Permitted Liens”;

(31) loans and advances to any direct or indirect parent of the Issuer in lieu of and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made in cash to such parent in accordance with Section 4.07 at such time, such Investment being treated for purposes of the applicable clause of Section 4.07, including any limitations, as if a Restricted Payment were made pursuant to such applicable clause;

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(32) any other Investments if on a pro forma basis after giving effect to such Investment, the Total Net Leverage Ratio would be equal to or less than 4.50 to 1.00 as of the last day of the Test Period most recently ended; and

(33) Investments constituting promissory notes or other non-cash proceeds of dispositions of assets to the extent permitted under Section 4.10.

For purposes of determining compliance with this definition, (A) an Investment need not be incurred solely by reference to one category of Permitted Investments described in this definition but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that an Investment (or any portion thereof) meets the criteria of one or more of the categories of Permitted Investments, the Issuer will, in its sole discretion, divide and classify (and later divide, classify and re-divide and re-classify) such Investment (or any portion thereof) in any manner that complies with this definition and Section 4.07.

“Permitted Liens” means, with respect to any Person:

(1) Liens securing (i) Obligations in respect of the Notes and the Guarantees, (ii) securing Obligations in respect of Indebtedness subordinated to the Notes or any Guarantee so long as the Notes and Guarantees are secured by a Lien on the same assets that is senior in priority to such Lien and (iii) any Obligations so long as the Notes and any Guarantees are equally and ratably secured;

(2) Liens securing Obligations in respect of Indebtedness permitted to be incurred under any Credit Facility, including any letter of credit facility relating thereto, that was permitted to be incurred pursuant to Section 4.09(b)(1);

(3) Liens securing Obligations in respect of Indebtedness permitted to be incurred under Section 4.09; provided that at the time of incurrence (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this subclause) and after giving pro forma effect thereto and the application of the net proceeds therefrom, the Issuer’s Senior Secured Net Leverage Ratio for the most recently ended Test Period preceding the date on which such additional Indebtedness is incurred would not exceed 4.00 to 1.00;

(4) Liens, pledges or deposits by such Person made in connection with (A) workers’ compensation laws, unemployment insurance, health, disability or employee benefits or other social security laws or similar legislation or regulations, (B) insurance-related obligations (including, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit, bank guarantees or similar documents or instruments for the benefit of) insurance carriers providing property, casualty or liability insurance, or otherwise supporting the payment of items set forth in the foregoing clause (A), or (C) bids, tenders, contracts, statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, or with regard to other regulatory requirements, completion guarantees, stay, customs and appeal bonds, performance bonds, bankers’

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acceptance facilities, and other obligations of like nature (including those to secure health, safety and environmental obligations) (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash, Cash Equivalents or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for the payment of rent, contested taxes or import duties and obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, in each case incurred in the ordinary course of business or consistent with industry practice;

(5) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction and mechanics’ Liens and other similar Liens, or similar landlord Liens specifically created by contract, and (i) for sums not yet overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Liens or (ii) for amounts being contested in good faith by appropriate actions or other Liens arising out of or securing judgments or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for review if such Liens are adequately bonded or adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(6) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or not subject to penalties for nonpayment or which are being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(7) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations or with respect to regulatory requirements or letters of credit or bankers’ acceptance 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 or industry practice;

(8) survey exceptions, encumbrances, ground leases, easements, restrictions, protrusions, encroachments or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that were not incurred in connection with Indebtedness and that do not in the aggregate materially impair their use in the operation of the business of such Person and exceptions on Mortgage Policies (as defined in the Senior Credit Facilities) insuring Liens granted on Mortgaged Properties (as defined in the Senior Credit Facilities);

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(9) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued pursuant to Sections 4.09(b)(4), (6), (12), (13), (15), (23) or (30) or, with respect to assumed Indebtedness not incurred in contemplation of the relevant acquisition, Disqualified Stock or Preferred Stock only, Section 4.09(b)(14); provided that:

(a) Liens securing obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued pursuant to Section 4.09(b)(13) relate only to obligations relating to Refinancing Indebtedness that is secured by Liens on the same assets as the assets securing the Refinanced Debt (as defined in the definition of “Refinancing Indebtedness”), plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property, or serves to refund, refinance, extend, replace, renew or defease Indebtedness incurred under Sections 4.09(b)(4), (12) or (13),

(b) Liens securing obligations relating to Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to Section 4.09(b)(23) or (30) extend only to the assets of Subsidiaries that are not Guarantors,

(c) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to Section 4.09(b)(4) extend only to the assets so purchased, replaced, leased or improved and proceeds and products thereof; provided, further that individual financings of assets provided by a counterparty may be cross-collateralized to other financings of assets provided by such counterparty and

(d) Liens securing obligations in respect of Indebtedness permitted to be assumed pursuant to Section 4.09(b)(14) are solely on acquired property or the assets of the acquired entity (other than after acquired property that is (A) affixed or incorporated into the property covered by such Lien, (B) after acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof);

(10) Liens existing, or provided for under binding contracts existing, on the Issue Date;

(11) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;

(12) Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary (provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation) and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

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(13) Liens securing obligations in respect of Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09;

(14) Liens securing (x) Hedging Obligations and (y) obligations in respect of Cash Management Services;

(15) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(16) leases, subleases, licenses or sublicenses (or other agreement under which the Issuer or any Restricted Subsidiary has granted rights to end users to access and use the Issuer’s or any Restricted Subsidiary’s products, technologies or services) that do not either (a) materially interfere with the business of the Issuer and the Restricted Subsidiaries, taken as a whole, or (b) secure any Indebtedness;

(17) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and the Restricted Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

(18) Liens in favor of the Issuer or the Co-Issuer or any Guarantor;

(19) Liens on equipment or vehicles of the Issuer or any Restricted Subsidiary granted in the ordinary course of business or consistent with industry practice;

(20) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility and Liens on any receivables transferred in connection with a Receivables Financing Transaction, including Liens on such receivables resulting from precautionary Uniform Commercial Code filings or from recharacterization of any such sale as a financing or a loan;

(21) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness, Disqualified Stock or Preferred Stock secured by any Lien referred to in clauses (3), (9), (10), (11), (12) or this clause (21) of this definition; provided that (a) such new Lien will be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) and (b) the Indebtedness, Disqualified Stock or Preferred Stock secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness, Disqualified Stock or Preferred Stock described under clauses (3), (9), (10), (11), (12) or this clause (21) of this definition at the time the original Lien became a Permitted Lien under this Indenture, plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Disqualified Stock, and any accrued and unpaid dividends or distributions on the Preferred Stock being so refinanced, extended, replaced,

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refunded, renewed or defeased plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Disqualified Stock or Preferred Stock;

(22) deposits made or other security provided to secure liability to insurance brokers, carriers, underwriters or self-insurance arrangements, including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(23) other Liens securing obligations in an aggregate outstanding amount not to exceed (as of the date any such Lien is incurred) the greater of (i) $70.0 million and (ii) 35.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of incurrence of such Lien for the most recently ended Test Period (calculated on a pro forma basis);

(24) 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;

(25) (i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with industry practice, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business or consistent with industry practice and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(26) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(5);

(27) Liens (a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or consistent with industry practice, and (c) in favor of banking or other institutions or other electronic payment service providers arising as a matter of law or under general terms and conditions encumbering deposits or margin deposits or other funds maintained with such institution (including the right of set-off) and that are within the general parameters customary in the banking industry;

(28) Liens deemed to exist in connection with Investments in repurchase agreements permitted under this Indenture; provided that such Liens do not extend to assets other than those that are subject to such repurchase agreements;

(29) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks or other deposit-taking financial institutions or other electronic payment service providers and not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or consistent with industry practice or (c) relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business or consistent with industry practice;

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(30) Liens on cash proceeds (as defined in Article 9 of the Uniform Commercial Code) of assets sold that were subject to a Lien permitted hereunder;

(31) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(32) Liens (a) on cash advances or cash earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted under this Indenture to be applied against the purchase price for such Investment and (b) consisting of a letter of intent or an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted pursuant to Section 4.10;

(33) ground leases, subleases, licenses or sublicenses entered into by the Issuer or the Restricted Subsidiaries as tenant, subtenant, licensee or sublicensee in respect of real property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;

(34) Liens in connection with a Sale and Lease-Back Transaction;

(35) Liens on Capital Stock or other securities of an Unrestricted Subsidiary;

(36) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Issuer or any of the Restricted Subsidiaries as tenant, subtenant, licensee or sublicensee in the ordinary course of business or consistent with industry practice;

(37) deposits of cash with the owner or lessor of premises leased and operated by the Issuer or any of its Subsidiaries in the ordinary course of business or consistent with industry practice to secure the performance of the Issuer’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(38) rights of set-off, banker’s liens, netting arrangements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments;

(39) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge is permitted under this Indenture;

(40) receipt of progress payments and advances from customers in the ordinary course of business or consistent with industry practice to the extent the same creates a Lien on the related inventory and proceeds thereof and Liens on property or assets under construction arising from progress or partial payments by a third party relating to such property or assets;

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(41) agreements to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Issuer or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business or consistent with industry practice;

(42) Liens securing Guarantees of any Indebtedness or other obligations otherwise permitted to be secured by a Lien under this Indenture (excluding Guarantees of any Indebtedness or other obligations permitted to be secured pursuant to clause (49) of this definition);

(43) Liens arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision of any environmental law;

(44) Liens disclosed by the title insurance reports or policies delivered on or prior to the Issue Date and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

(45) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of the Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(46) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

(47) security given to a public utility or any municipality or Governmental Authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business or consistent with industry practice;

(48) zoning, building and other similar land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(49) Liens on assets of Restricted Subsidiaries that are Foreign Subsidiaries or are not Guarantors (i) securing Indebtedness and other obligations of such Restricted Subsidiaries or (ii) to the extent arising mandatorily under applicable law;

(50) Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, trustee, escrow agent or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

(51) Liens on the Project Property securing the Project Indebtedness;

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(52) Liens on Additional Project Property securing the Additional Project Indebtedness, the proceeds of which were used to acquire, renovate or improve such Additional Project Property; and

(53) Liens on the assets of Restricted Subsidiaries that are not the Co-Issuer or a Guarantor securing Indebtedness or other obligations of such Restricted Subsidiaries or any other Restricted Subsidiaries that are not the Co-Issuer or Guarantors that is permitted under Section 4.09(b) or otherwise not prohibited by this Indenture.

If any Liens securing obligations are incurred to refinance Liens securing obligations initially incurred in reliance on a basket measured by reference to a percentage of Consolidated EBITDA, and such refinancing would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed the principal amount of such obligations secured by such Liens being refinanced, plus any accrued and unpaid interest on the Indebtedness (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness) plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness.

For purposes of this definition, the term “Indebtedness” will be deemed to include interest and other obligations payable on and with respect to such Indebtedness.

“Permitted Parent” means any direct or indirect parent of the Parent Guarantor that at the time it became a parent of the Parent Guarantor was a Permitted Holder pursuant to clause (1) of the definition thereof.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or distributions or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Project Documents” means that certain Credit Agreement dated as of August 5, 2011, between the Issuer, Banc of America CDE III, LLC and certain other lenders from time to time a party thereto, along with any other document, agreement or instrument relating to the Project Indebtedness, in each case as amended, amended and restated, modified, supplemented and/or refinanced from time to time to the extent not prohibited by the Project Intercreditor Agreement.

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“Project Indebtedness” means NMTC loans in an original aggregate principal amount of $68,519,000 advanced to the Issuer to finance the expansion and upgrade of the Issuer’s manufacturing operations at its existing 669-670 County Route 25, New Berlin, New York manufacturing facility.

“Project Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of August 5, 2011, between and among Bank of America, Banc of America CDE III, LLC and Agro-Farma, Inc.

“Project Property” means the property described as collateral in that certain Uniform Commercial Code financing statement filed against the Issuer in favor of Banc of America CDE III, LLC, as the secured party, filed on March 7, 2014 with the Delaware Secretary of State as such financing statement may be continued, amended, amended and restated or modified from time to time; provided, however, that the property described therein may not be increased other than as a result of replacements or improvements to such property, and/or with respect to proceeds thereof.

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Interests” means Equity Interests that are not Disqualified Stock.

“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

“Qualified Securitization Facility” means any Securitization Facility (i) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales and/or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) or (ii) constituting a receivables financing facility.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or if both do not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which will be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Financing Transaction” means any transaction or series of transactions entered into by the Issuer, Co-Issuer or any Restricted Subsidiary pursuant to which such party consummates a “true sale” of its receivables to a nonrelated third party on market terms as determined in good faith by the Issuer; provided that such Receivables Financing Transaction is (i) non-recourse to the Issuer, Co-Issuer and the Restricted Subsidiaries and their assets, other than any recourse solely attributable to a breach by the Issuer, Co-Issuer or any Restricted Subsidiary of representations and warranties that are customarily made by a seller in connection with a “true sale” of receivables on a non-recourse basis and (ii) consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the “true sale” of receivables on market terms for similar transactions.

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“Record Date” for the interest payable on any applicable Interest Payment Date means the April 1 and October 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Refinance” has the meaning assigned in the definition of “Refinancing Indebtedness” and “Refinancing” and “Refinanced” have meanings correlative to the foregoing.

“Refinanced Debt” has the meaning assigned to such term in the definition of “Refinancing Indebtedness.”

“Refinancing Indebtedness” means (i) Indebtedness incurred by the Issuer or any Restricted Subsidiary, (ii) Disqualified Stock issued by the Issuer or any Restricted Subsidiary or (iii) Preferred Stock issued by any Restricted Subsidiary which, in each case, serves to extend, replace, refund, refinance, renew or defease (“Refinance”) any Indebtedness, Disqualified Stock or Preferred Stock, including Refinancing Indebtedness, so long as:

(1) the principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation preference of such new Disqualified Stock does not exceed (a) the principal amount of (or accreted value, if applicable) the Indebtedness, the amount of the Preferred Stock or the liquidation preference of the Disqualified Stock being so extended, replaced, refunded, refinanced, renewed or defeased (such Indebtedness, Disqualified Stock or Preferred Stock, the “Refinanced Debt”), plus (b) any accrued and unpaid interest on, or any accrued and unpaid dividends or distributions on, such Refinanced Debt, plus (c) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or to Refinance such Refinanced Debt (such amounts in clauses (b) and (c), the “Incremental Amounts”);

(2) such Refinancing Indebtedness has a:

(a) Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the applicable Refinanced Debt;

(b) final scheduled maturity date equal to or later than the final scheduled maturity date of the Refinanced Debt (or, if earlier, the date that is 91 days after the maturity date of the Notes); and

(3) to the extent such Refinancing Indebtedness Refinances (i) Subordinated Indebtedness (other than Subordinated Indebtedness assumed or acquired in an acquisition and not created in contemplation thereof), unless such Refinancing constitutes a Restricted Payment permitted by Section 4.07, such Refinancing Indebtedness is subordinated to the Notes or the Guarantee thereof at least to the same extent as the applicable Refinanced Debt or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively.

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Refinancing Indebtedness will not include:

(a) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor or the Co-Issuer that refinances Indebtedness or Disqualified Stock of the Issuer;

(b) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor or the Co-Issuer that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor or the Co-Issuer; or

(c) Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary,

and, provided, further that (x) clause (2) of this definition will not apply to any Refinancing of any Indebtedness other than Indebtedness incurred under Section 4.09(b)(2), any Subordinated Indebtedness (other than Subordinated Indebtedness assumed or acquired in an Investment or acquisition and not created in contemplation thereof), Disqualified Stock and Preferred Stock and (y) Refinancing Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (2) of this definition so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (2) of this definition).

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the applicable Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person is or would become a Restricted Subsidiary.

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“Relevant Taxable Income Category” means income or gain of the Parent Guarantor or the Issuer that is treated as (i) ordinary income or (ii) long-term capital gain or “qualified dividend income,” in each case for U.S. federal income tax purposes.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any director, vice president, assistant vice president, any trust officer or assistant 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 relating to this Indenture is referred because of such Person’s actual knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means, in respect of any Note issued pursuant to Regulation S, the 40-day distribution compliance period (as defined in Regulation S) applicable to such Note.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Parent Guarantor (including any Foreign Subsidiary and the Co-Issuer) that is not then an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary will be included in the definition of “Restricted Subsidiary.” Wherever the term “Restricted Subsidiary” is used herein with respect to any Subsidiary of a referenced Person that is not the Issuer, then it will be construed to mean a Person that would be a Restricted Subsidiary of the Parent Guarantor on a pro forma basis following consummation of one or a series of related transactions involving such referenced Person and the Issuer (unless such transactions would include a designation of a Subsidiary of such Person as an Unrestricted Subsidiary on a pro forma basis in accordance with this Indenture).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing. The net proceeds of any Sale and Lease-Back Transaction will be determined giving effect to transaction expenses and the tax effect of such transactions (including taxes paid or payable and tax attributes used as a result of such transactions).

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“SEC” means the U.S. Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Facility” means the $750 million credit agreement entered into on April 23, 2014, as amended from time to time, among Greek Holdco (Debt), LLC, as administrative agent and, with TPG Greek Holdco (Debt) Co-Invest and TPG VI Greek, L.P., as lenders thereunder.

“Secured Indebtedness” means any Indebtedness of the Issuer or any Restricted Subsidiary secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means (i) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (ii) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

“Securitization Facility” means any transaction or series of securitization financings that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or any such Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in, Securitization Assets to either (a) a Person that is not the Issuer or a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Issuer or a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of the Issuer or any of its Subsidiaries.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

“Senior Credit Facilities” means, collectively, the senior secured term loan facility and the senior secured revolving facility under that certain credit agreement, dated as of October 7, 2016, by and among the Issuer as the U.S. Opco Borrower, Chobani Idaho, LLC, as the Idaho Borrower, Chobani Global Holdings, LLC, as Holdings, Bank of America, N.A., as the administrative agent, collateral agent, issuing bank and swing line lender, and the other lenders and other entities party thereto, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, restatements, amendments and restatements, supplements, modifications, extensions, renewals, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders, or investors, whether or not secured, that

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replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted by the covenant described under Section 4.09) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or the Co-Issuer or any Guarantor outstanding under the Senior Credit Facilities and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or the Co-Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or the Co-Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all (a) Hedging Obligations (and guarantees thereof) and (b) obligations in respect of Cash Management Services (and guarantees thereof), in the case of each of clauses (a) and (b), owing to a lender under the Senior Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation or Cash Management Obligations was entered into); provided that such Hedging Obligations and obligations in respect of Cash Management Services, as the case may be, are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuer or the Co-Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided that Senior Indebtedness will not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business or consistent with industry practice;

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(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person;

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; or

(f) any obligations under Project Indebtedness or Additional Project Indebtedness.

“Senior Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (i) Consolidated Secured Debt outstanding on the last day of such Test Period minus the aggregate amount of cash and Cash Equivalents of the Parent Guarantor and the Restricted Subsidiaries on such date that (a) would not appear as “restricted” on a consolidated balance sheet of the Parent Guarantor and the Restricted Subsidiaries or (b) are restricted in favor of the Senior Credit Facilities (which may also secure other Indebtedness secured by a pari passu or junior Lien on the collateral securing the Senior Credit Facilities along with the Senior Credit Facilities), to (ii) Consolidated EBITDA of the Parent Guarantor for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with the pro forma provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the Issue Date; provided that notwithstanding the foregoing, in no event will any Securitization Subsidiary be considered a Significant Subsidiary for purposes of Sections 6.01(4), (5) or (6).

“Similar Business” means (i) any business conducted or proposed to be conducted by the Issuer or any Restricted Subsidiary on the Issue Date or (ii) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to (including non-core incidental businesses acquired in connection with any Permitted Investment), or a reasonable extension, development or expansion of, the businesses which the Issuer and the Restricted Subsidiaries conduct or propose to conduct on the Issue Date.

“Specified Transaction” means (i) solely for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to the Issuer, in each case, in connection with an acquisition or Investment, (ii) any designation of operations or assets of the Issuer or a Restricted Subsidiary as discontinued operations (as defined under GAAP), (iii) any Investment that results in a Person becoming a Restricted Subsidiary, (iv) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with this Indenture, (v) any purchase or other acquisition of a business of any Person, or assets constituting a business unit, line of business or division of any Person, (vi) any Asset Sale (without regard to any de minimis thresholds set forth therein) (a) that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Parent Guarantor or (b) of a business, business unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise, (vii) any operational changes identified by the Issuer that have been made by the Issuer or any Restricted Subsidiary during the Test Period or (viii) any Restricted Payment or other transaction that by the terms of this Indenture requires a financial ratio to be calculated on a pro forma basis.

“Sponsor” means TPG Capital L.P. and its Affiliates (other than portfolio companies).

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“Subordinated Indebtedness” means, with respect to the Notes:

(1) any Indebtedness of the Issuer or the Co-Issuer that is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor that is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.00% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50.00% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” refer to a Subsidiary or Subsidiaries of the Parent Guarantor.

“Subsidiary Guarantor” means a Guarantor that is a Subsidiary of the Parent Guarantor.

“Tax Distribution Period” means each taxable period of the Parent Guarantor and the Issuer, including, as applicable, each Estimated Tax Period.

“Test Period” in effect at any time means the Parent Guarantor’s most recently ended four consecutive fiscal quarters for which internal financial statements are available (as determined in good faith by the Issuer).

“Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of (i) Consolidated Total Debt outstanding on the last day of such Test Period (plus, solely for the purposes of testing the Total Net Leverage Ratio under Section 4.09(b)(14), the aggregate liquidation preference of (a) all Disqualified Stock of the Issuer and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP and (b) all Preferred Stock of Restricted Subsidiaries (except to the extent held by the Issuer or a Restricted Subsidiary), in each case, outstanding on the last day of such Test Period) minus the aggregate amount of cash and Cash Equivalents of the Issuer and the Restricted Subsidiaries on such date that (x) would not

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appear as “restricted” on a consolidated balance sheet of the Issuer or (y) are restricted in favor of the Senior Credit Facilities (which may also secure other Indebtedness secured by a pari passu or junior Lien on the collateral securing the Senior Credit Facilities along with the Senior Credit Facilities), to (ii) Consolidated EBITDA of the Parent Guarantor for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Transaction Expenses” means any fees, expenses, costs or charges incurred or paid by the Parent Company, the Issuer or any Restricted Subsidiary in connection with the Transactions, including expenses in connection with hedging transactions, if any, payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options and/or restricted stock.

“Transactions” means the issuance of the Notes and borrowings under, and amendments to, the Senior Credit Facilities on the Issue Date, the termination and repayment of the Second Lien Facility and the payment of the Transaction Expenses, in each case made or incurred on the Issue Date.

“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 2 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 April 15, 2020; provided that if the period from the Redemption Date to such date is less than 1 year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

“Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear and are not required to bear the Private Placement Legend.

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“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Parent Guarantor which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Parent Guarantor (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided:

(1) such designation complies with Section 4.07; and

(2) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary).

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Event of Default will have occurred and be continuing and the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) (the “Fixed Charge Coverage Test”).

Any such designation by the Issuer will be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years (calculated to the nearest one-twenty-fifth) from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock, multiplied by the amount of such payment; by

(2) the sum of all such payments;

provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being Refinanced (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable Refinancing will be disregarded.

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“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.00% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required under applicable law) is at the time owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“Wholly-Owned Restricted Subsidiary” is any Wholly-Owned Subsidiary that is a Restricted Subsidiary.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10(b)(2)
“Advance Offer”	4.10(d)
“Advance Portion”	4.10(d)
“Affiliate Transaction”	4.11(a)
“Applicable Premium Deficit”	8.04(1)
“Asset Sale Offer”	4.10(d)
“Asset Sale Proceeds Application Period”	4.10(b)
“Authentication Order”	2.02
“Change of Control Offer”	4.14(a)
“Change of Control Payment”	4.14(a)
“Change of Control Payment Date”	4.14(a)(2)
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.16(a)
“Declined Excess Proceeds”	4.10(d)
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10(d)
“Foreign Disposition”	4.10(c)
“incur” and “incurrence”	4.09(a)
“Legal Defeasance”	8.02
“Limited Condition Transaction”	1.06(a)
“Note Register”	2.03
“Offer Amount”	3.09(b)
“Offer Period”	3.09(b)
“Pari Passu Indebtedness”	4.10(d)
“Paying Agent”	2.03
“Purchase Date”	3.09(b)
“Qualified Reporting Subsidiary”	4.03(c)
“Redemption Date”	3.01
“Refunding Capital Stock”	4.07(b)(2)
“Registrar”	2.03
“Restricted Payments”	4.07(a)
“Reversion Date”	4.16(c)
“Second Commitment”	4.10(b)(2)
“Successor Company”	5.01(a)(1)(a)
“Successor Person”	5.01(b)(1)(A)
“Suspended Covenants”	4.16(a)
“Suspension Date”	4.16(a)
“Suspension Period”	4.16(c)
“Transaction Agreement Date”	1.06(a)
“Transfer Agent”	2.03
“Treasury Capital Stock”	4.07(b)(2)

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SECTION 1.03. [Reserved].

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(e) words in the singular include the plural, and in the plural include the singular;

(f) “will” shall be interpreted to express a command;

(g) provisions apply to successive events and transactions;

(h) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(i) 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;

(j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(k) [Reserved];

(l) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation value of such Preferred Stock at such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock at such time, whichever is greater;

(m) words used herein implying any gender shall apply to both genders;

(n) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”; and

(o) the principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness 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.

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SECTION 1.05. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC, that is a Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person, that is a Holder of a Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices.

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(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 120 days after such record date.

SECTION 1.06. Limited Condition Transactions; Measuring Compliance.

(a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer whose consummation is not conditioned on the availability of, or on obtaining, third-party financing for such Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable and (y) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment (any transaction described in clauses (x) or (y), a “Limited Condition Transaction”), in each case for purposes of determining:

(1) whether any Indebtedness (including Acquired Indebtedness), Disqualified Stock or Preferred Stock that is being incurred or issued in connection with such Limited Condition Transaction is permitted to be incurred in compliance with Section 4.09;

(2) whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred in accordance with Section 4.12 or the definition of “Permitted Liens”;

(3) whether any Restricted Payment that is being made in connection with such Limited Condition Transaction is permitted to be made in compliance with Section 4.07 or the definition of “Permitted Investments”;

(4) whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Transaction complies with the covenants, agreements, conditions and representations and warranties contained in this Indenture or the Notes; and

(5) any calculation of the Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio, Net Income, Consolidated Net Income, and/or Consolidated EBITDA and, whether a Default or Event of Default exists in connection with the foregoing,

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at the option of the Issuer, the date that the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” or “Consolidated EBITDA” and if the Issuer or the Restricted Subsidiaries could have taken such action on the relevant Transaction Agreement Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with; provided, however, that the Issuer shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the Transaction Agreement Date as the applicable date of determination. For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio, Net Income, Consolidated Net Income or Consolidated EBITDA of the Parent Guarantor, the target business, or assets to be acquired subsequent to the Transaction Agreement Date and prior to the consummation of such Limited Condition Transaction, will not be taken into account for purposes of determining whether any Indebtedness, Disqualified Stock, Preferred Stock, Lien or Restricted Payment that is being incurred, issued or made in connection with such Limited Condition Transaction is permitted to be incurred, issued or made or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other action or transaction undertaken in connection with such Limited Condition Transaction and (b) until such Limited Condition Transaction is consummated or such definitive agreements are terminated or the Issuer makes an election pursuant to the proviso to the immediately preceding sentence, such Limited Condition Transaction and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence or issuance of Indebtedness, Disqualified Stock, Preferred Stock, Liens and Restricted Payments unrelated to such Limited Condition Transaction) that are consummated after the Transaction Agreement Date and on or prior to the consummation of such Limited Condition Transaction and any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Transaction; provided, further that for purposes of any such calculation of the Fixed Charge Coverage Ratio, Consolidated Interest Expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Issuer in good faith.

Notwithstanding anything herein to the contrary, if the Issuer or the Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any of Limited Condition Transaction under a non-ratio-based basket (which shall occur within five (5) Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio- based basket without regard to any such action under such non-ratio-based basket made in connection with such Limited Condition Transaction.

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In addition, compliance with any requirement relating to absence of Default or Event of Default, conditions and representations and warranties may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture.

(b) In the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred, any Restricted Payment is made or other transaction is undertaken on the same date that any other item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any other Lien is incurred, any Restricted Payment is made or other transaction is undertaken, then the Fixed Charge Coverage Ratio, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio will be calculated with respect to such incurrence, issuance, making or other transaction without regard to any other incurrence, issuance, making or transaction. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred, each Restricted Payment made and each other transaction undertaken will be deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Total Net Leverage Ratio and Senior Secured Net Leverage Ratio test.

ARTICLE II

THE NOTES

SECTION 2.01. Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued initially in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.

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Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the Issuers, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.

The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers and the Trustee, by their execution and delivery of this Indenture (or the applicable supplemental indenture), expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 or a Change of Control Offer as provided in Section 4.14. The Notes shall not be redeemable, other than as provided in Article III hereof.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes except that interest may accrue on the Additional Notes from their date of issuance (or such other date specified by the Issuers), subject to the Issuers’ right to issue Additional Notes of a different series as set forth in the next paragraph; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 and that a separate CUSIP or ISIN will be issued for Additional Notes, unless the Initial Notes and the Additional Notes are treated as fungible for U.S. federal income tax purposes, with the Initial Notes or any other Additional Notes bearing the same CUSIP or ISIN. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

The Issuers may designate the maturity date, interest rate and optional redemption provisions applicable to a new or additional series of Additional Notes, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Initial Notes.

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Additional Notes that differ with respect to maturity date, interest rate or optional redemption provisions from the Initial Notes will constitute a different series of Notes from the Initial Notes and will vote separately for all purposes. Additional Notes that have the same maturity date, interest rate and optional redemption provisions as the Initial Notes will be treated as the same series as the Initial Notes unless otherwise designated by the Issuers. The Issuers similarly may vary the application of related other provisions (including the issue price and any applicable original issue discount legend) to any series of Additional Notes.

(e) Euroclear and Clearstream Applicable Procedures. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream and this Indenture shall not govern such transfers.

SECTION 2.02. Execution and Authentication. At least one Officer of the Issuers shall execute the Notes on behalf of the Issuers by manual, facsimile or electronic (in “.pdf” format) signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order (together with such other documents as may be required pursuant to this Indenture), authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

SECTION 2.03. Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The

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Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

SECTION 2.04. Paying Agent to Hold Money in Trust. The Issuers 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, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or a Subsidiary or the Trustee) shall have no further liability for the money. If any of the Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to any of the Issuers, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee 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 the Holders.

SECTION 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless (A) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Issuers within 90 days or (B) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the occurrence of any of the events in clauses (A) or (B) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial

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interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (A) or (B) above and pursuant to Section 2.06(b)(ii)(B) and (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (c) hereof. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than pursuant to Rule 144A or another available exemption from the registration requirements of the Securities Act. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to

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be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period therefor and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) [Reserved];

(B) [Reserved];

(C) [Reserved];

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

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(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

In connection with any proposed exchange of Global Notes for Notes in definitive registered form, the Issuers or DTC shall be required to provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clauses (A) and (B) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a person reasonably believed to be a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(C)    if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)    if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(E)    if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)hereof, and the Issuers shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii)    Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)    Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (A) of Section 2.06(a) hereof and if:

(A)    [Reserved];

(B)    [Reserved];

(C)    [Reserved];

(D)    the Registrar receives the following:

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(1)    if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2)    if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv)    Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clauses (A) and (B) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d)    Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)    Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

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(A)    if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)    if such Restricted Definitive Note is being transferred to a person reasonably believed to be a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C)    if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D)    if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(E)    if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof;

the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note and, in the case of clause (C) above, the applicable Regulation S Global Note.

(ii)    Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)    [Reserved];

(B)    [Reserved];

(C)    [Reserved];

(D)    the Registrar receives the following:

(1)    if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

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(2)    if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this sub (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)    Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to sub-paragraph (ii) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)    Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.

In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i)    Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

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(A)    if the transfer will be made to a person reasonably believed to be a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)    if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C)    if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii)    Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)    [Reserved];

(B)    [Reserved];

(C)    [Reserved];

(D)    the Registrar receives the following:

(1)    if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2)    if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph(D), if the Registrar or the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)    Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

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(f)    [Reserved].

(g)    Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i)    Private Placement Legend.

(A)    Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: 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 ANY ISSUER OR ANY AFFILIATE OF SUCH ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)] [IN THE CASE OF REGULATION S NOTES: 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 (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

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[IN THE CASE OF REGULATION S NOTES: 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.]

(B)    Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii)    Global Note Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary):

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.

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(iii)    Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 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.

(iv)    OID Legend. Each Note 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 HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [NAME/TITLE] AT [ADDRESS OR PHONE NUMBER]), THE ISSUERS WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE.

(h)    Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i)    General Provisions Relating to Transfers and Exchanges.

(i)    To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii)    No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers shall require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

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(iii)    Neither the Issuers nor the Registrar shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to be redeemed under Section 3.03 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

(iv)    Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(v)    All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(vi)    Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii)    Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii)    At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with Section 2.02.

(ix)    All certifications, certificates and Opinions of Counsel required to be submitted to the Issuers pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronically (in “.pdf” or other format).

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(x)    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 Depositary Participants or beneficial owners of interests in any Global Notes) 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.

(xi)    Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

SECTION 2.07.    Replacement Notes. If either (x) any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers or (y) if the Issuers and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee to protect the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall charge the Holder for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.08.    Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or a Guarantor or an Affiliate of the Issuers or a Guarantor holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuers or a Guarantor or an Affiliate of the Issuers or a Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

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SECTION 2.09.    Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers or a Guarantor or by any Affiliate of the Issuers or a Guarantor shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to such pledged Notes and that the pledgee is not the Issuers or a Guarantor or any Affiliate of the Issuers or a Guarantor.

SECTION 2.10.    Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

SECTION 2.11.    Cancellation. The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the cancellation of all surrendered Notes shall be delivered to the Issuers at the Issuers’ written request. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12.    Defaulted Interest. If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers 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 provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of any such special record date. At least 15 days before any such special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, or otherwise deliver in accordance with the Applicable Procedures, to each Holder, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

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Subject to this Section 2.12 and for greater certainty, 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 2.13.    CUSIP/ISIN Numbers. The Issuers in issuing the Notes may use CUSIP and ISIN numbers (in each case, if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided 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 redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP and ISIN numbers.

ARTICLE III

REDEMPTION

SECTION 3.01.    Notices to Trustee. If the Issuers elect to redeem the Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least five Business Days (unless the Trustee agrees to a shorter period) before notice of redemption is required to be delivered to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the date of redemption, which will be selected by the Issuers in their discretion, subject to any limitations set forth herein (the “Redemption Date”), (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

SECTION 3.02.    Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased at any time, the Trustee shall, upon prior written request of the Issuers, select the Notes to be redeemed or purchased (a) if the Notes are listed on an exchange, in compliance with the requirements of such exchange or (b) if the Notes are not listed on an exchange, on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or by such other method as the Trustee deems fair and appropriate, and in any case in accordance with the Applicable Procedures to the extent applicable. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less can be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03.    Notice of Redemption. The Issuers shall deliver electronically, mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 10 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Section 3.03(i), Article VIII or Article XI hereof.

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The notice shall identify the Notes to be redeemed and will state:

(a)    the Redemption Date;

(b)    the redemption price;

(c)    if any Definitive Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, upon request, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder upon cancellation of the original Note;

(d)    the name and address of the Paying Agent;

(e)    that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f)    that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date subject to satisfaction or waiver of any conditions specified in clause (i) below;

(g)    the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h)    the CUSIP and ISIN number, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP and ISIN number that is listed in such notice or printed on the Notes; and

(i)    if such redemption is subject to satisfaction of one or more conditions precedent, a description of such conditions and, if applicable, will state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date the redemption notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuers in their sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuers in their sole discretion) by the Redemption Date, or by the Redemption Date so delayed, or such notice may be rescinded at any time in the Issuers’ discretion if in the good faith judgment of the Issuers any or all of such conditions will not be satisfied.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at their expense; provided that the Issuers shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be delivered, mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice together with the form of notice of redemption setting forth the information to be stated in such notice as provided in the preceding paragraph.

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The Issuers may redeem Notes pursuant to one or more of the Sections of this Indenture, and a single redemption notice may be delivered with respect to redemptions made pursuant to different Sections. Any such notice may provide that redemptions made pursuant to different Sections will have different Redemption Dates.

The Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. If any Notes are listed on an exchange, and the rules of the exchange so require, the Issuers will notify the exchange of any such redemption and the principal amount of any Notes outstanding following any partial redemption of such Notes. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of Notes eligible hereunder to be redeemed. Notes will remain outstanding until redeemed, notwithstanding that they have been called for redemption or are subject to a notice of redemption.

SECTION 3.04.    Effect of Notice of Redemption. Once notice of redemption is delivered in accordance with Section 3.03 hereof, subject to satisfaction of any conditions precedent relating thereto specified in the applicable notice of redemption, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price, except as set forth in Section 3.03(i). The notice, if delivered, mailed or caused to be mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to deliver such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date or the date of purchase, interest shall cease to accrue on Notes or portions of Notes called for redemption or purchase.

SECTION 3.05.    Deposit of Redemption Price.

(a)    Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

(b)    If the Issuers comply with the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption 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 shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06.    Notes Redeemed in Part. Upon surrender of a Definitive Note that is redeemed in part, upon request the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed;

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provided that each new Note will be in a principal amount of $2,000 and any integral multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

SECTION 3.07.    Optional Redemption.

(a)    At any time prior to April 15, 2020, the Issuers may at their option on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b)    At any time prior to April 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 107.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution.

(c)    In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

(d)    Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to April 15, 2020.

(e)    On and after April 15, 2020, the Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on April 15 in each of the years indicated below:

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Year	Percentage
2020		105.625	%
2021		103.750	%
2022		101.875	%
2023 and thereafter		100.000	%

(f)    Any redemption pursuant to this Section 3.07 shall be made pursuant to Sections 3.01 through 3.06.

(g)    In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise.

(h)    Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

SECTION 3.08.    Mandatory Redemption. The Issuers will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.09.    Offers to Repurchase by Application of Excess Proceeds.

(a)    In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b)    The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than 5 Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c)    If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d)    Upon the commencement of an Asset Sale Offer, the Issuers shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of such Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i)    that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

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(ii)    the Offer Amount, the purchase price and the Purchase Date;

(iii)    that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv)    that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;

(v)    that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in an amount not less than $2,000 and integral multiples of $1,000 in excess thereof;

(vi)    that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date;

(vii)    that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission 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 its election to have such Note purchased;

(viii)    that, if the aggregate principal amount (or accreted value, as applicable) of Notes and/or the Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee will select the Notes to be purchased in accordance with Section 3.02 and the Issuer will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination; and

(ix)    that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

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(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) 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 thereof so tendered and not validly withdrawn.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

(g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that Purchase Date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Notes. The Issuers shall 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 and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or the Co-Issuer or a Guarantor or an Affiliate of the Issuer or the Co-Issuer or a Guarantor, holds as of 11:00 a.m. (New York City time) on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; the Issuer shall 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.

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SECTION 4.02. Maintenance of Office or Agency. The Issuers shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or Transfer Agent) required under Section 2.03 hereof where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be made. The Issuers shall 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 Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at the Corporate Trust Office of the Trustee.

The Issuers 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 that no such designation or rescission shall in any manner relieve the Issuers of its obligation to maintain such offices or agencies as required by Section 2.03 hereof for such purposes. The Issuers shall 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 Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof; provided the Corporate Trust Office of the Trustee shall not be an office or agency of the Issuers for the purpose of effecting service of legal process on the Issuers.

SECTION 4.03. Reports and Other Information.

(a) So long as any Notes are outstanding, the Issuer will furnish to the Holders:

(1) (a) within 120 days after the end of each fiscal year of the Parent Guarantor ending after the Issue Date, all annual consolidated financial statements of the Parent Guarantor substantially in the form that would be required to be contained in a filing with the SEC on Form 10-K (but only to the extent similar information was included in the Offering Memorandum), in accordance with the requirements of such Form 10-K as of the Issue Date, if the Parent Guarantor were required to file such form, together with a report thereon by the Parent Guarantor’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor commencing with the fiscal quarter of the Parent Guarantor ending after the Issue Date, all quarterly consolidated financial statements of the Parent Guarantor substantially in the form that would be required to be contained in a filing with the SEC on Form 10-Q (but only to the extent similar information was included in the Offering Memorandum), in accordance with the requirements of such Form 10-Q as of the Issue Date, if the Parent Guarantor were required to file such form, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and

(2) promptly from time to time after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K, in accordance with the requirements of such Form 8-K as of the Issue Date, under Items:

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1.03 (Bankruptcy or Receivership); 2.01 (Completion of Acquisition or Disposition of Assets); 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement); 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review); 5.01 (Changes in Control of Registrant); 5.02(a)(1) (Resignation of Director due to Disagreement with Registrant); 5.02(c)(1) (Name and Position of Newly Appointed Officer and Date of Appointment); and 5.03(b) (Changes in Fiscal Year),

if the Parent Guarantor were required to file such reports;

provided, however,

(i) no such reports referenced under clause (2) above will be required to include as an exhibit or summary of terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any of its Subsidiaries or any Parent Company) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries or any Parent Company);

(ii) in no event will such reports be required to comply with Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC;

(iii) in no event will such reports be required to comply with Item 302 of Regulation S-K promulgated by the SEC;

(iv) in no event will such reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Co-Issuer, the Guarantors or other Subsidiaries the shares of which may be pledged to secure the Notes or any Guarantee that would be required under (i) Section 3-09 of Regulation S-X or (ii) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC;

(v) in no event will such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein;

(vi) no such reports referenced under clause (2) above will be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole;

(vii) in no event will such reports be required to comply with Item 601 of Regulation S-K promulgated by the SEC (with respect to exhibits) or, with respect to reports referenced in clause (2) above, to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K, except for agreements evidencing material Indebtedness (excluding any schedules thereto);

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(viii) in no event will reports delivered prior to the completion of the first fiscal year following the Issue Date be required to comply with Regulation S- X of the SEC;

(ix) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Issuer may be excluded from any disclosures; and

(x) such information will not be required to contain any “segment reporting.”

(b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Parent Guarantor by furnishing financial information relating to any Parent Company; provided that if and so long as such Parent Company has Independent Assets or Operations, the same is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Guarantor and the Restricted Subsidiaries on a stand-alone basis, on the other hand.

(c) In addition, notwithstanding the foregoing, the financial statements, information, auditors’ reports and other documents and information required to be provided pursuant to Section 4.03(a) may be, rather than those of the Parent Guarantor, those of (a) any predecessor or successor of the Parent Guarantor, (b) any Wholly-Owned Restricted Subsidiary of the Parent Guarantor that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of the Parent Guarantor and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”) or (c) any direct or indirect parent of the Parent Guarantor; provided that, if the financial information required to be provided pursuant to clauses (1) and (2) of Section 4.03(a) relates to such Qualified Reporting Subsidiary of the Parent Guarantor or such Parent Company, such financial information will be accompanied by consolidating information (which need not be audited), which may be posted to the website of the Issuer or on Intralinks, SyndTrak, ClearPar or any comparable password protected online data system, that explains in reasonable detail (in the good faith judgment of the Issuer) the differences between the information relating to such Qualified Reporting Subsidiary or such Parent Company (as the case may be), on the one hand, and the information relating to the Parent Guarantor and its Subsidiaries on a stand-alone basis, on the other hand.

(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(3) hereof until 180 days after the date any report is due under this Section 4.03.

(e) The Issuer will make available such information and such reports to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information on its website, on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system that will require a confidentiality acknowledgment, and will make such information readily available to any Holder, any bona fide prospective investor in the Notes (which prospective investors will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Issuer), any bona fide securities analyst (to the extent providing analysis of investment in the Notes to investors and prospective investors therein) or any bona fide market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system that will require a

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confidentiality acknowledgment; provided that the Issuer may deny access to any competitively-sensitive information otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is a competitor of the Issuer and its Subsidiaries, or an affiliate of such a competitor (other than any affiliate that is a bona fide bank debt fund, distressed asset fund, hedge fund, mutual fund, insurance company, financial institution or investment vehicle engaged in the business of investing in, acquiring or trading commercial loans, bonds and similar extensions of credit in the ordinary course (and not organized primarily for the purpose of making equity investments)) to the extent that the Issuer determines in good faith that the provision of such information to such Person would be competitively harmful to the Issuer and its Subsidiaries; provided, further that such Holders, prospective investors, security analysts or market makers will agree to (1) treat all such reports (and the information contained therein) and information as confidential, (2) not use such reports and the information contained therein for any purpose other than their investment or potential investment in the Notes and (3) not publicly disclose or distribute any such reports (and the information contained therein).

(f) In addition, to the extent not satisfied by the reports required under this Section 4.03 or otherwise made publicly-available by the Issuer, the Issuer will furnish to Holders thereof and prospective investors in the Notes, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) of the Securities Act.

(g) The Issuer will be deemed to have furnished the reports in Sections 4.03(a)(1) and (2) if the Issuer or any Parent Company has filed reports containing such information with the SEC.

(h) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto will be deemed to have been cured.

(i) The Issuer shall use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls after the delivery of the information referred to in Section 4.03(a)(1) and Section 4.03(a)(2) above, respectively (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Issuer and/or the Restricted Subsidiaries and/or any Parent Company of the Issuer) to discuss operating results and related matters. The Issuer shall issue a press release which will provide the date and time of any such call and will direct Holders, prospective investors and securities analysts to contact the investor relations office of the Issuer to obtain access to the conference call.

(j) It is understood that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been posted on the Issuer’s website or filed with the SEC. The posting or delivery of any 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 Issuers’ compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

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SECTION 4.04. Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture during such fiscal year and is not in Default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, the Issuer shall promptly (which shall be no more than thirty (30) days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such Default, its status and what actions the Issuers propose to take with respect thereto.

SECTION 4.05. Taxes. The Issuer shall pay or discharge, and shall 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 or discharge is not adverse in any material respect to the Holders.

SECTION 4.06. Stay, Extension and Usury Laws. The Issuer, the Co-Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall 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 Issuer, the Co-Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant (to the extent that they may lawfully do so) that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.07. Limitation on Restricted Payments.

(a) The Parent Guarantor will not, and will not permit the Issuer or any of the Restricted Subsidiaries, directly or indirectly, to:

(I) declare or pay any dividend or make any payment or distribution on account of the Parent Guarantor’s, the Issuer’s or any Restricted Subsidiary’s Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger, amalgamation or consolidation, other than:

(A) dividends, payments or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or a Parent Company or in options, warrants or other rights to purchase such Equity Interests; or

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(B) dividends, payments or distributions by the Issuer or a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Parent Guarantor, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities or such other amount to which it is entitled pursuant to the terms of such Equity Interest;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any Parent Company, including in connection with any merger, amalgamation or consolidation, in each case held by Persons other than the Issuer or a Restricted Subsidiary;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or final maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under Sections 4.09(b)(7), (8) and (9); or

(B) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Subordinated Indebtedness in connection with satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or

(IV) make any Restricted Investment;

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of and immediately after giving effect to such Restricted Payment:

(1) in the case of a Restricted Payment described in clauses (I) and (II) above utilizing clauses (3)(A) or (3)(F) below, no Event of Default will have occurred and be continuing or would occur as a consequence thereof;

(2) in the case of a Restricted Payment described in clauses (I) and (II) above utilizing clause (3)(A) or (3)(F) below, immediately after giving effect to any such Restricted Payment made utilizing clause (3)(A) below on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments (including the fair market value of any non-cash amount) made by the Parent Guarantor, the Issuer and the Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by Section 4.07(b), other than Section 4.07(b)(1)), is less than the sum of (without duplication):

(A) 50.00% of the Consolidated Net Income of the Parent Guarantor for the period (taken as one accounting period) from the beginning of the Parent Guarantor’s fiscal quarter in which the Notes are originally issued to the end of the most recently ended fiscal quarter for which financial statements are available (as determined in good faith by the Issuer) preceding such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100.00% of such deficit; plus

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(B) 100.00% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Parent Guarantor, the Issuer and the Restricted Subsidiaries since the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to 4.09(b)(12)(a)) from the issue or sale of:

(i) (A) Equity Interests of the Parent Guarantor or the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of:

(x) Equity Interests to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, its Subsidiaries or any Parent Company after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(b)(4); and

(y) Designated Preferred Stock; and

(B) Equity Interests of Parent Companies, to the extent the proceeds of any such issuance or consideration for any such sale are contributed to the Parent Guarantor or the Issuer (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(b)(4)); or

(ii) Indebtedness of the Issuer or any Restricted Subsidiary, that has been converted into or exchanged for Equity Interests of the Issuer or any Parent Company;

provided that this clause (3)(B) will not include the proceeds from (W) Refunding Capital Stock (as defined below) applied in accordance with Section 4.07(b)(2), (X) Equity Interests or convertible debt securities of the Parent Guarantor or the Issuer sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(C) 100.00% of the aggregate amount of cash, Cash Equivalents and the fair market value of marketable securities or other property contributed to the capital of the Parent Guarantor or the Issuer (other than in the form of Disqualified Stock) following the Issue Date (including the fair market value of any Indebtedness contributed to the Issuer or the Restricted Subsidiaries for cancellation) or that becomes part of the capital of the

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Parent Guarantor or the Issuer through consolidation, amalgamation or merger following the Issue Date, in each case not involving cash consideration payable by the Parent Guarantor or the Issuer (other than (X) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 4.09(b)(12)(a)), (Y) cash, Cash Equivalents and marketable securities or other property that are contributed by a Restricted Subsidiary or (Z) Excluded Contributions); plus

(D) 100.00% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the Parent Guarantor, the Issuer or a Restricted Subsidiary by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the Parent Guarantor, the Issuer or the Restricted Subsidiaries (including cash distributions and cash interest received in respect of Restricted Investments) and repurchases and redemptions of such Restricted Investments from the Parent Guarantor, the Issuer or the Restricted Subsidiaries (other than by the Parent Guarantor, the Issuer or a Restricted Subsidiary) and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Parent Guarantor, the Issuer or the Restricted Subsidiaries, in each case after the Issue Date (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof); or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of Equity Interests of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment, but including such cash or fair market value to the extent exceeding the amount of such Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof); or

(iii) any returns, profits, distributions and similar amounts received on account of any Permitted Investment subject to a dollar-denominated or ratio-based basket (to the extent in excess of the original amount of such Investment); plus

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent Guarantor, the Issuer or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, to the extent the designation of such Unrestricted Subsidiary constituted a Restricted Investment, and not exceeding the amount of such Restricted Investment; plus

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(F) the greater of (i) $35.0 million and (ii) 17.50% of the Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis).

(b) Section 4.07(a) will not prohibit:

(1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, defeasance, discharge, retirement or other acquisition of (i) any Equity Interests of the Issuer or any Restricted Subsidiary or any Parent Company, including any accrued and unpaid dividends or distributions thereon (“Treasury Capital Stock”), or (ii) Subordinated Indebtedness, in each case, made (x) in exchange for, or out of the proceeds of, a sale or issuance (other than to a Restricted Subsidiary) of Equity Interests of the Issuer or any Parent Company (in the case of proceeds, to the extent any such proceeds therefrom are contributed to the Issuer) (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (y) within 120 days of such sale or issuance, (b) the declaration and payment of dividends or distributions on Treasury Capital Stock out of the proceeds of a sale or issuance (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by the Issuer or any Restricted Subsidiary) of Refunding Capital Stock made within 120 days of such sale or issuance, and (c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends or distributions thereon by the Parent Guarantor or the Issuer was permitted under Section 4.07(b)(6)(A) or (B), the declaration and payment of dividends or distributions on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent Company) in an aggregate amount per annum no greater than the aggregate amount of dividends or distributions per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (a) Subordinated Indebtedness of the Issuer or the Co-Issuer or a Guarantor made (i) by exchange for, or out of the proceeds of the sale, issuance or incurrence of, new Subordinated Indebtedness of the Issuer or the Co-Issuer or a Guarantor or Disqualified Stock of the Issuer or the Co-Issuer or a Guarantor and (ii) within 120 days of such sale, issuance or incurrence, (b) Disqualified Stock of the Issuer or the Co-Issuer or a Guarantor made by exchange for, or out of the proceeds of the sale, issuance or incurrence of, Disqualified Stock or Subordinated Indebtedness of the Issuer or the Co-Issuer or a Guarantor, made within 120 days of such sale, issuance or incurrence, (c) Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the sale or issuance of, Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made within 120 days of such sale or issuance that, in each case, is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 4.09 and (d) any Subordinated Indebtedness or Disqualified Stock that constitutes Acquired Indebtedness;

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(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of, or a distribution in respect of, Equity Interests (other than Disqualified Stock) (including related stock appreciation rights or similar securities) of the Issuer or any Parent Company held by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries or any Parent Company including, without limitation, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any equity subscription or equity holder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Issuer or any Parent Company in connection with any such repurchase, retirement or other acquisition); provided that, the aggregate amount of Restricted Payments made under this clause (4) does not exceed $15.0 million in any fiscal year (increasing to $30.0 million in any fiscal year following an underwritten public Equity Offering by the Issuer or any Parent Company) with unused amounts in any calendar year being carried over to succeeding calendar years; provided, further, that such amount in any calendar year under this clause(4) may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Parent Guarantor, the Issuer and, to the extent contributed to the Parent Guarantor or the Issuer, the cash proceeds from the sale of Equity Interests of any Parent Company, in each case to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries or any Parent Company that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 4.07(a)(3); plus

(B) the amount of any cash bonuses otherwise payable to members of management, employees, directors, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries or any Parent Company that are foregone in exchange for the receipt of Equity Interests of the Issuer or any Parent Company pursuant to any compensation arrangement, including any deferred compensation plan; plus

(C) the cash proceeds of life insurance policies received by the Issuer or the Restricted Subsidiaries (or by any Parent Company to the extent contributed to the Issuer) (other than in the form of Disqualified Stock) after the Issue Date; minus

(D) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A), (B) and (C) of this clause (4);

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and provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by Sections 4.07(b)(4)(A), (B) and (C) in any fiscal year and provided, further, that cancellation of Indebtedness owing to the Issuer or any of the Restricted Subsidiaries or any Parent Company from any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), of the Issuer, any Parent Company or any of the Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any Parent Company will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 to the extent such dividends or distributions are included in the definition of “Fixed Charges”;

(6) (A) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by the Parent Guarantor, the Issuer or any Restricted Subsidiary after the Issue Date;

(B) the declaration and payment of dividends or distributions to any Parent Company, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by such Parent Company after the Issue Date; provided that the amount of dividends and distributions paid pursuant to this clause (B) will not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

(C) the declaration and payment of dividends or distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends or distributions declarable and payable thereon pursuant to Section 4.07(b)(2);

provided that in the case of each of clauses (A), (B) and (C) of this clause (6), for the most recently ended Test Period preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends or distributions on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Fixed Charge Coverage Ratio of the Parent Guarantor of at least 2.00 to 1.00;

(7) (a) payments made or expected to be made by the Parent Guarantor, the Issuer or any Restricted Subsidiary or any Parent Company in respect of withholding or similar taxes payable by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Issuer or any Restricted Subsidiary or any Parent Company, (b) any repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of, or withholding obligations with respect to, such options, warrants or similar rights or required withholding or similar taxes and (c) loans or advances to officers, directors, employees, managers, consultants and independent contractors of the Issuer or any Parent Company or any Restricted Subsidiary in connection with such Person’s purchase of Equity Interests of the Issuer or any Parent Company; provided that no cash is actually advanced pursuant to this clause (c) other than to pay taxes due in connection with such purchase, unless immediately repaid;

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(8) the declaration and payment of dividends or distributions on the Issuer’s common equity (or the payment of dividends or distributions to any Parent Company to fund a payment of dividends or distributions on such Parent Company’s common equity), following the first public offering of the Issuer’s common equity or the common equity of any Parent Company after the Issue Date, in an amount not to exceed 6.00% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s or such Parent Company’s common equity registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

(9) Restricted Payments in an amount that does not exceed the aggregate amount of Excluded Contributions;

(10) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) not to exceed (as of the date any such Restricted Payment is made) the greater of (a) $50.0 million and (b) 25.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis); provided that if this clause (10) is utilized to make a Restricted Investment, the amount deemed to be utilized under this clause (10) will be the amount of such Restricted Investment at any time outstanding (with the fair market value of such Investment being measured at the time made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition of “Investment”);

(11) distributions or payments of Securitization Fees;

(12) [Reserved];

(13) the repurchase, redemption, defeasance, acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those of Sections 4.10 and 4.14; provided that (i) at or prior to such repurchase, redemption, defeasance, acquisition or retirement, the Issuers (or a third person permitted by this Indenture) have made any required Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes on the terms provided in this Indenture applicable to Change of Control Offers or Asset Sale Offers, respectively, and (ii) all Notes validly tendered and not validly withdrawn by Holders in any such Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value;

(14) the declaration and payment of dividends or distributions by the Issuer or a Restricted Subsidiary to, or the making of loans or advances to, the Issuer or any Parent Company in amounts required for any Parent Company to pay, in each case without duplication:

(A) franchise, excise and similar taxes, and other fees, taxes and expenses required to maintain their corporate or other legal existence;

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(B) with respect to a Relevant Taxable Income Category of either the Parent Guarantor or the Issuer, as the case may be, cash distributions by the Parent Guarantor to its direct members, or by the Issuer to the Parent Guarantor, in an amount for each Tax Distribution Period equal to the excess (if any) of (i) the product of (A) the excess (if any) of (I) the cumulative amount of the Relevant Taxable Income Category of the Parent Guarantor (in the case of distributions by the Parent Guarantor) or the Issuer (in the case of distributions to the Parent Guarantor) over (II) the cumulative amount of tax deductions and losses of the Parent Guarantor or the Issuer (respectively) attributable to that Relevant Taxable Income Category, multiplied by (B) the Applicable Tax Rate over (ii) the cumulative amount distributed by the Parent Guarantor or the Issuer (respectively) pursuant to the provisions of this Section 4.07(b)(14)(B) with respect to that Relevant Taxable Income Category, with all cumulative amounts under this clause (B) determined from the Issue Date through the date of determination (and for the avoidance of doubt, amounts paid as cash distributions by the Issuer to the Parent Guarantor in accordance with this clause (B) may be paid by the Parent Guarantor to its direct members in accordance with this clause (B)); provided that no distribution with respect to this clause (B) shall be made in connection with the liquidation of the Parent Guarantor or the Issuer;

(C) salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, employees, directors, officers, members of management, consultants and independent contractors of any Parent Company and any payroll, social security or similar taxes thereof;

(D) general corporate or other operating, administrative, compliance and overhead costs and expenses (including expenses relating to auditing and other accounting matters) of any Parent Company;

(E) fees and expenses (including ongoing compliance costs and listing expenses) related to any equity or debt offering of a Parent Company (whether or not consummated);

(F) amounts that would be permitted to be paid directly by the Issuer or the Restricted Subsidiaries under Section 4.11 (other than clause (b)(2)(a) thereof);

(G) interest or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any Restricted Subsidiary or that has been guaranteed by, or is otherwise, considered Indebtedness of, the Issuer or any Restricted Subsidiary incurred in accordance with Section 4.09; and

(H) to finance Investments or other acquisitions or investments otherwise permitted to be made pursuant to this Section 4.07 if made by the Issuer; provided that (A) such Restricted Payment must be made within 120 days of the closing of such Investment, acquisition or investment, (B) such Parent Company must, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity

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Interests) to be contributed to the capital of the Issuer or one of the Restricted Subsidiaries or (2) the merger, amalgamation, consolidation, or sale of the Person formed or acquired into the Issuer or one of the Restricted Subsidiaries (to the extent not prohibited by Section 5.01) in order to consummate such Investment, acquisition or investment, (C) such Parent Company and its Affiliates (other than the Issuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (D) any property received by the Issuer may not increase amounts available for Restricted Payments pursuant to Section 4.07(a)(3) and (E) to the extent constituting an Investment, such Investment will be deemed to be made by the Issuer or such Restricted Subsidiary pursuant to another provision of this Section 4.07 (other than pursuant to Section 4.07(b)(9)) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof);

(15) [Reserved];

(16) the distribution, by dividend, distribution or otherwise, or other transfer or disposition of shares of Capital Stock of, Equity Interests in, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially all the assets of which are cash and Cash Equivalents);

(17) cash payments or loans, advances, dividends or distributions to any Parent Company to make payments, in lieu of issuing fractional shares in connection with share dividends, share distribution, share splits, reverse share splits, mergers, consolidations, amalgamations or other business combinations and in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer, any of the Restricted Subsidiaries or any Parent Company;

(18) Restricted Payments, provided that after giving pro forma effect thereto and the application of the net proceeds therefrom, the Total Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 4.00 to 1.00;

(19) payments made for the benefit of the Parent Guarantor, the Issuer or any of the Restricted Subsidiaries to the extent such payments could have been made by the Issuer or any of the Restricted Subsidiaries because such payments (a) would not otherwise be Restricted Payments and (b) would be permitted by Section 4.11;

(20) payments and distributions to dissenting stockholders of Restricted Subsidiaries pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of any Restricted Subsidiary that complies with the terms of this Indenture or any other transaction that complies with the terms of this Indenture;

(21) the payment of dividends, other distributions and other amounts by the Parent Guarantor or the Issuer to, or the making of loans to, any Parent Company in the amount required for such Parent Company to, if applicable, pay amounts equal to amounts required for such Parent Company, if applicable, to pay interest and/or principal

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(including AHYDO “catch-up payments”) on Indebtedness, the proceeds of which have been permanently contributed to the Parent Guarantor, the Issuer or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Parent Guarantor, the Issuer or any Restricted Subsidiary incurred in accordance with this Indenture; provided that the aggregate amount of such dividends, distributions, loans and other amounts shall not exceed the amount of cash actually contributed to the Parent Guarantor or the Issuer for the incurrence of such Indebtedness; and

(22) the refinancing of any Subordinated Indebtedness with the Net Proceeds of, or in exchange for, any Refinancing Indebtedness;

provided that at the time of, and after giving effect to, any Restricted Payment permitted under Section 4.07(b)(17), in respect of Restricted Payments described in clauses (I), (II) or (III) of Section 4.07(a), no Event of Default will have occurred and be continuing or would occur as a consequence thereof. For purposes of Sections 4.07(b)(7) and 4.07(b)(14), taxes will include all interest and penalties with respect thereto and all additions thereto.

(c) For purposes of determining compliance with this Section 4.07, in the event that any Restricted Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in Section 4.07(a) or 4.07(b) and/or one or more of the clauses contained in the definition of “Permitted Investments,” the Issuer may, in its sole discretion, be entitled to divide or classify (and later divide, classify, re-divide and re-classify), in whole or in part, such Restricted Payment or Investment (or any portion thereof) among Section 4.07(a) and/or 4.07(b) and/or one or more clauses contained in the definition of “Permitted Investments,” in a manner that otherwise complies with this Section 4.07. The amount of all Restricted Payments (other than cash) will be the fair market value on the date the Restricted Payment is made, or at the Issuer’s election, the date a commitment is made to make such Restricted Payment, of the assets or securities proposed to be transferred or issued by the Issuer or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

(d) As of the Issue Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time pursuant to this Section 4.07 or if an Investment would be permitted at such time, pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture. For the avoidance of doubt, this Section 4.07 will not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of the Issuer or any Restricted Subsidiary permitted to be incurred under the terms of this Indenture.

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SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer will not, and will not permit any Restricted Subsidiary that is not a Guarantor to, create or otherwise cause to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Issuer or the Co-Issuer or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Issuer or the Co-Issuer or to any Restricted Subsidiary that is a Guarantor;

(2) make loans or advances to the Issuer or the Co-Issuer or to any Restricted Subsidiary that is a Guarantor; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or the Co-Issuer or to any Restricted Subsidiary that is a Guarantor;

provided that any dividend, distribution or liquidation priority between or among classes or series of Capital Stock, and the subordination of any obligation (including the application of any remedy bars thereto) to any other obligation will not be deemed to constitute such an encumbrance or restriction.

(b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1) encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and Hedging Obligations and the related documentation;

(2) this Indenture, the Notes and the guarantees thereof;

(3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in Section 4.08(a)(3) on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged, amalgamated or consolidated with and into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired or designated and its Subsidiaries or the property or assets so acquired or designated;

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(6) contracts or agreements for the sale or disposition of assets, including any restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of any of the Capital Stock or assets of such Subsidiary;

(7) Project Documents or Additional Project Documents;

(8) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 that limit the right of the debtor to dispose of assets or incur Liens;

(9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or consistent with industry practice or arising in connection with any Permitted Liens;

(10) provisions in agreements governing Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09;

(11) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business;

(12) customary provisions contained in leases, sub-leases, licenses, sub- licenses, Equity Interests or similar agreements, including with respect to intellectual property and other agreements;

(13) restrictions created in connection with any Qualified Securitization Facility or Receivables Financing Transaction that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Securitization Facility or Receivables Financing Transaction;

(14) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

(15) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Issuer or any Restricted Subsidiary;

(16) customary provisions restricting assignment of any agreement;

(17) restrictions arising in connection with cash or other deposits permitted under Section 4.12;

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(18) any other agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued pursuant to Section 4.09 entered into after the Issue Date that contains encumbrances and restrictions that either (i) are no more restrictive in any material respect, taken as a whole, with respect to the Issuer or any Restricted Subsidiary than (A) the restrictions contained in this Indenture or the Senior Credit Facilities as of the Issue Date or (B) those encumbrances and other restrictions that are in effect on the Issue Date with respect to the Issuer or that Restricted Subsidiary pursuant to agreements in effect on the Issue Date, (ii) are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers or (iii) will not materially impair the Issuers’ ability to make payments on the Notes when due, in each case in the good faith judgment of the Issuer;

(19) (i) under terms of Indebtedness and Liens in respect of Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4) and any permitted refinancing in respect thereof, and (ii) agreements entered into in connection with a Sale and Lease- Back Transaction entered into in the ordinary course of business or consistent with industry practice;

(20) customary restrictions and conditions contained in documents relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this covenant;

(21) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuer or any other Restricted Subsidiary other than the assets and property of such Restricted Subsidiary;

(22) 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 (20) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrance and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(23) any encumbrance or restriction existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and

(24) applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued pursuant to Section 4.09 is incurred or issued.

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SECTION 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Issuer will not, and will not permit any of the Restricted Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly, liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio of the Parent Guarantor for the most recently ended Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) 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 application of proceeds therefrom had occurred at the beginning of such Test Period; provided, further that Restricted Subsidiaries that are not Guarantors or the Co-Issuer may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this paragraph if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of Restricted Subsidiaries that are not Guarantors or the Co-Issuer incurred or issued pursuant to this paragraph then outstanding, together with any principal amounts incurred or issued by such Restricted Subsidiaries that are not Guarantors or the Co-Issuer with respect to Indebtedness incurred pursuant to clause (14)(a) below and Refinancing Indebtedness in respect of any of the foregoing (excluding any Incremental Amounts), in each case then outstanding would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained), the greater of (x) $65.0 million and (y) 32.50% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (tested on a pro forma basis).

(b) Section 4.09(a) will not apply to:

(1) the incurrence of Indebtedness pursuant to Credit Facilities by the Issuer or any Restricted Subsidiary and the issuance and creation of letters of credit thereunder (with letters of credit being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount not to exceed the sum of (a) $975.0 million and (b) the Permitted Incremental Amount; provided that any Indebtedness incurred under this Section 4.09(b)(1) may be extended, replaced, refunded, refinanced, renewed or defeased (including through successive extensions, replacements, refundings, refinancings, renewals and defeasances) with new Indebtedness so long as the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the sum of (x) the principal amount (or accreted value, if applicable) of the Indebtedness being so extended, replaced, refunded, refinanced, renewed or defeased (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized

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Designated Revolving Commitments being refinanced to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness), plus (y) any accrued and unpaid interest on the Indebtedness being refinanced, plus (z) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the incurrence of such new Indebtedness or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness;

(2) the incurrence by the Issuer or the Co-Issuer and any Guarantor of Indebtedness represented by the Notes and related Guarantees (but excluding any Additional Notes);

(3) the incurrence of Indebtedness by the Issuer and any Restricted Subsidiary in existence on the Issue Date (excluding Indebtedness described in Sections 4.09(b)(1) and (2));

(4) (a) the incurrence of Attributable Indebtedness and (b) Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock incurred or issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified Stock and/or Preferred Stock incurred or issued and outstanding under this clause (4), together with any Refinancing Indebtedness incurred or issued and outstanding under Section 4.09(b)(13) in respect thereof at such time, not to exceed (as of the date such Indebtedness, Disqualified Stock and/or Preferred Stock is issued, incurred or otherwise obtained) the greater of (x) $100.0 million and (y) 50.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(5) Indebtedness incurred by the Issuer or any Restricted Subsidiary (a) constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into, or relating to obligations or liabilities incurred, in the ordinary course of business or consistent with industry practice, including in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business or consistent with industry practice;

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(6) the incurrence of Indebtedness arising from agreements of the Issuer or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(7) the incurrence of Indebtedness by the Issuer and owing to a Restricted Subsidiary or the issuance of Disqualified Stock of the Issuer to a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to any Restricted Subsidiary); provided that any such Indebtedness for borrowed money owing to a Restricted Subsidiary that is not a Guarantor or the Co-Issuer is expressly subordinated in right of payment to the Notes on customary terms; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) or issuance of such Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause (7);

(8) the incurrence of Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Issuer or any Restricted Subsidiary); provided that any such Indebtedness for borrowed money incurred by a Guarantor or the Co-Issuer and owing to a Restricted Subsidiary that is not a Guarantor or the Co-Issuer is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor or the Obligations under the Notes of the Co-Issuer on customary terms; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any such subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8);

(9) the issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Issuer or any Restricted Subsidiary); provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to the Issuer or another Restricted Subsidiary or any pledge of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock is then outstanding) not permitted by this clause (9);

(10) the incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

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(11) the incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance, banker’s acceptance facilities and completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with industry practice, including those incurred to secure health, safety and environmental obligations;

(12) (a) the incurrence of Indebtedness or issuance of Disqualified Stock of the Issuer and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100.00% of the net cash proceeds received by the Issuer and the Restricted Subsidiaries since the Issue Date from the issue or sale of Equity Interests of the Issuer, the Co-Issuer and the Guarantors or contributions to the capital of the Issuer, the Co-Issuer and the Guarantors including through consolidation, amalgamation or merger (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any Restricted Subsidiary) as determined in accordance with Sections 4.07(a)(3)(B) and (3)(C) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to Section 4.07(a) or to make Permitted Investments (other than Permitted Investments specified in clause (1), (2) or (3) of the definition thereof); and

(b) the incurrence of Indebtedness or issuance of Disqualified Stock of the Issuer and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12)(b), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) (i) the greater of (x) $70.0 million and (y) 35.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis); plus, without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock;

(13) the incurrence or issuance by the Issuer or any Restricted Subsidiary of Refinancing Indebtedness that serves to refund, refinance, extend, replace, renew or defease (collectively, “refinance” with “refinances,” “refinanced,” and “refinancing” having a correlative meaning) any Indebtedness (including any Designated Revolving Commitments) incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.09(a) and Sections 4.09(b)(2), (3), (4) and (12)(a), this Section 4.09(b)(13) and Section 4.09(b)(14) or any successive Refinancing Indebtedness with respect to any of the foregoing;

(14) the incurrence or issuance of (a) Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred or issued to finance an acquisition or investment (or other purchase of assets) or that is assumed by the Issuer or any Restricted Subsidiary in connection with such

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acquisition or investment (or other purchase of assets); and (b) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that in the case of the preceding clauses (a) and (b), either:

(i) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or

(ii) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Fixed Charge Coverage Ratio of the Parent Guarantor for the most recent Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (ii)) would be no less than the Fixed Charge Coverage Ratio immediately prior to giving effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, in each case, 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 application of proceeds therefrom had occurred at the beginning of such Test Period;

provided, further that, with respect to Indebtedness incurred pursuant to clause (14)(a), Restricted Subsidiaries that are not Guarantors or the Co-Issuer may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this clause (14) if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of such Restricted Subsidiaries incurred or issued pursuant to this clause (14) then outstanding, together with any principal amounts incurred or issued by such Restricted Subsidiaries under Section 4.09(a) and any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), in each case then outstanding would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $65.0 million and (II) 32.50% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(15) the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with industry practice;

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(16) the incurrence of Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to any Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(17) (a) the incurrence of any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligation incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture, or (b) any co-issuance by the Issuer or any Restricted Subsidiary of any Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture;

(18) the incurrence of Indebtedness issued by the Issuer or any Restricted Subsidiary to future, present or former employees, directors, officers, members of management, consultants and independent contractors thereof, their respective Controlled Investment Affiliates or Immediate Family Members and permitted transferees thereof, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any Parent Company to the extent described in Section 4.07(b)(4);

(19) customer deposits and advance payments received in the ordinary course of business or consistent with industry practice from customers for goods and services purchased in the ordinary course of business or consistent with industry practice;

(20) the incurrence of (a) Indebtedness owed to banks and other financial institutions incurred in the ordinary course of business or consistent with industry practice in connection with ordinary banking arrangements to manage cash balances (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities) of the Issuer and the Restricted Subsidiaries and (b) Indebtedness in respect of Cash Management Services, including Cash Management Obligations;

(21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business or consistent with industry practice on arm’s-length commercial terms;

(22) the incurrence of Indebtedness of the Issuer or any Restricted Subsidiary consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business or consistent with industry practice;

(23) the incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries that are not Guarantors or the Co-Issuer in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (23), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater of (a) $60.0 million and (b) 30.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

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(24) the incurrence of Indebtedness by the Issuer or any Restricted Subsidiary undertaken in connection with cash management (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities) with respect to the Issuer, any Subsidiaries or any joint venture in the ordinary course of business or consistent with industry practice, including with respect to financial accommodations of the type described in the definition of Cash Management Services;

(25) the incurrence of Indebtedness by the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes in accordance with this Indenture;

(26) guarantees incurred in the ordinary course of business or consistent with industry practice in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sub-licensees, and distribution partners;

(27) the incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions (whether actual, contingent or potential) with respect to any acquisition (by merger, consolidation or amalgamation or otherwise) in accordance with the terms of this Indenture;

(28) the incurrence of Indebtedness representing deferred compensation to employees of any Parent Company, the Issuer or any Restricted Subsidiary, including Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred in connection with any investment or any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture;

(29) the incurrence of Indebtedness arising out of any Sale and Lease-Back Transaction incurred in the ordinary course of business or consistent with industry practice;

(30) the incurrence of Additional Project Indebtedness;

(31) the incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries that are not Guarantors to fund working capital requirements in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (31), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater of (a) $25.0 million and (b) 12.50% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(32) Qualified Securitization Facilities and, to the extent constituting Indebtedness, Receivables Financing Transactions;

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(33) Indebtedness consisting of obligations of the Parent Guarantor, the Issuer, or any Restricted Subsidiary to pay any shortfall following application of incremental tax revenue payments paid against scheduled principal and interest payments of revenue allocation bonds or similar tax increment financing obligations incurred in connection with economic or infrastructure development projects undertaken by municipalities or similar public authorities in support of the operations of the Parent Guarantor, the Issuer or any other Restricted Subsidiary; and

(34) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (1) through (33) of this Section 4.09(b).

(c) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (34) of Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the Issuer may, in its sole discretion, divide and classify (and later divide, classify, re-divide and re-classify) such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock (or a portion thereof) in such of the above clauses or under Section 4.09(a) as determined by the Issuer at such time; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will, at all times, be treated as incurred on the Issue Date under Section 4.09(b)(1) and may not be reclassified;

(2) the Issuer is entitled to divide and classify an item of Indebtedness, Disqualified Stock or Preferred Stock in more than one of the types of Indebtedness, Disqualified Stock or Preferred Stock described in Section 4.09(a) and Section 4.09(b), subject to the proviso to Section 4.09(c)(1);

(3) the principal amount of Indebtedness outstanding under any clause of this Section 4.09 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness;

(4) in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued pursuant to Section 4.09(b) (other than Sections 4.09(b)(1)(b) or (14) above) on the same date that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued under Section 4.09(a) or Sections 4.09(b)(1)(b) or (14), then the applicable Fixed Charge Coverage Ratio, or applicable leverage ratio, will be calculated with respect to such incurrence or issuance under Section 4.09(a) or Sections 4.09(b)(1)(b) or (14) without regard to any incurrence or issuance under Section 4.09(b) (other than with respect to any incurrence or issuance under Section 4.09(b)(1)(b) or (14)). Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock will be deemed incurred or issued first under Section 4.09(a) or Sections 4.09(b)(1)(b) or (14) to the extent permitted, with the balance incurred or issued under Section 4.09(b) (other than pursuant to Sections 4.09(b)(1)(b) or (14)); and

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(5) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was incurred in compliance with this Section 4.09.

Accrual of interest or dividends or distributions, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends or distributions in the form of additional Indebtedness, Disqualified Stock or Preferred Stock and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, will, in each case, not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.09. Any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to Sections 4.09(b)(1), (2), (3), (4), (12), (13), (14) and (23) will be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay (I) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (II) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under Designated Revolving Commitments, will be permitted to include an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, the U.S. dollar-equivalent principal amount of Indebtedness, liquidation preference of Disqualified Stock or amount of Preferred Stock denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness, Disqualified Stock or Preferred Stock was incurred or issued (or, in the case of revolving credit debt, the date such Indebtedness was first committed or first incurred (whichever yields the lower U.S. dollar equivalent)); provided that if such Indebtedness is incurred or Disqualified Stock or Preferred Stock is issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, as applicable, denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness, Disqualified Stock or Preferred Stock does not exceed (1) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock, as applicable, being refinanced, extended, replaced refunded, renewed or defeased, plus (2) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (3) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and

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expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under Designated Revolving Commitments, will be permitted to include an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).

The principal amount of any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, if incurred or issued in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock, as applicable, being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness, Disqualified Stock or Preferred Stock is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date will be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP.

The Issuers will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated in right of payment to any Indebtedness of the Issuer or the Co-Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is contractually subordinated to other Indebtedness of the Issuer or the Co-Issuer or such Guarantor, as the case may be.

For purposes of this Indenture, (1) unsecured Indebtedness will not be deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, (2) Indebtedness will not be deemed to be subordinated or junior to any other Indebtedness merely because it is issued or guaranteed by other obligors and (3) Secured Indebtedness will not be deemed to be subordinated or junior to any other Secured Indebtedness merely because it has a junior priority lien with respect to the same collateral.

If any Indebtedness is incurred, or Disqualified Stock or Preferred Stock is issued, in reliance on a basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing thereof would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such newly incurred Indebtedness, the liquidation preference of such newly issued Disqualified Stock or the amount of such newly issued Preferred Stock does not exceed the sum of (i) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the

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extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under Designated Revolving Commitments, will be permitted to include an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).

SECTION 4.10. Asset Sales.

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75.00% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or a Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this Section 4.10(a)(2):

(A) any liabilities (as shown on the Issuer’s or any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or a Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes or any Guarantor’s Guarantee of the Notes, that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Issuer or a Restricted Subsidiary);

(B) any securities, notes or other obligations or assets received by the Issuer or a Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are converted by the Issuer or a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale;

(C) any Designated Non-Cash Consideration received by the Issuer or a Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $60.0 million and (y) 30.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis), with the fair market value of each item of Designated Non-Cash Consideration being measured, at the Issuer’s option, either at the time of contractually agreeing to such Asset Sale or at the time received and, in either case, without giving effect to subsequent changes in value;

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(D) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Issuer or a Restricted Subsidiary), to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; and

(E) any Investment, Capital Stock, assets, property or capital or other expenditure of the kind referred to in Section 4.10(b)(2).

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale (as may be extended pursuant to clause (2) below, the “Asset Sale Proceeds Application Period”), the Issuer or a Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale:

(1) to repay:

(A) Obligations in respect of Credit Facilities (including the Senior Credit Facilities) incurred under Section 4.09(b)(1) and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto;

(B) Obligations in respect of Secured Indebtedness of the Issuer or a Restricted Subsidiary, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, and in the case of revolving obligations, to correspondingly reduce commitments with respect thereto;

(C) Obligations in respect of the Notes or any other Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary; provided that if the Issuer or any Restricted Subsidiary will so repay any such Indebtedness other than the Notes, the Issuers will reduce Obligations under the Notes on a pro rata basis by, at their option, (i) redeeming Notes as described under Section 3.07, (ii) purchasing Notes through open-market purchases, at a price equal to (or higher than) 100.00% of the principal amount thereof, or (iii) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a pro rata basis with such other Indebtedness for no less than 100.00% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of Notes to be repurchased to the date of repurchase; or

(D) Obligations in respect of Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Obligations owed to the Issuer or a Restricted Subsidiary;

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provided that in the case of clause (C) above, (i) if an offer to purchase any Indebtedness of the Issuer or any Restricted Subsidiary is made, such amount will be deemed repaid to the extent of the amount of such offer, whether or not accepted by the holders of such Indebtedness, and no Net Proceeds in the amount of such offer will be deemed to exist following such offer, and (ii) if the holder of any Indebtedness of the Issuer or any Restricted Subsidiary declines the repayment of such Indebtedness owed to it from such Net Proceeds, such amount will be deemed repaid to the extent of the declined Net Proceeds; or

(2) to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures, (c) other expenditures made in connection with the construction or development of facilities operated or to be operated by the Issuer or a Restricted Subsidiary, (d) acquisitions of properties (including fee and leasehold interests) or (e) acquisitions of other assets, other than securities, in the case of clauses (a), (d) and this clause (e), either (i) that are or will be used or useful in a Similar Business or (ii) that replace, in whole or in part, the properties or assets that are the subject of such Asset Sale; provided that in the case of this clause (2), a binding commitment will be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or a 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 (or, if later, 450 days after the receipt of such Net Proceeds) (an “Acceptable Commitment”) and, in the event that any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or a Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination (or, if later, 450 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 will constitute Excess Proceeds (as defined below); or

(3) any combination of the foregoing.

(c) Notwithstanding the foregoing, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing (a “Foreign Disposition”) would be prohibited or delayed by applicable local law if distributed by the Foreign Subsidiary to the Issuer or any Guarantor, as applicable (either directly or indirectly through the applicable Subsidiaries), an amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant; provided that if such distribution would be permitted under the applicable local law, an amount equal to such Net Proceeds permitted to be distributed will be applied in compliance with this covenant (net of any additional taxes that would be payable or reserved against if there was such a distribution of such Net Proceeds) and (ii) to the extent that the Issuer has determined in good faith that the distribution by the applicable Foreign Subsidiary of any or all of the Net Proceeds of

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any Foreign Disposition to the Issuer or Guarantor, as applicable (either directly or indirectly through the applicable Subsidiaries) could have an adverse tax consequence to Issuer or Parent Guarantor, or any of their respective Subsidiaries, Affiliates or direct or indirect owners (which for the avoidance of doubt, includes, but is not limited to, the incurrence of a tax liability, including as a result of an actual or deemed dividend or withholding tax), the amount equal to the Net Proceeds so affected will not be required to be applied in compliance with this covenant. For the avoidance of doubt, nothing in this Indenture shall be construed to require any Subsidiary that is not a Domestic Subsidiary to repatriate cash.

(d) The amount equal to the Net Proceeds from Asset Sales, that are not invested or applied as provided and within the time period set forth in Section 4.10(b) (it being understood that an amount equal to any portion of such Net Proceeds used to make an offer to purchase Notes pursuant to Section 4.10(b)(1)(C) will be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers will make an offer to all Holders and, at the option of the Issuers, to any holders of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness” and such offer, an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 in excess of $2,000, that may be purchased with an amount equal to the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100.00% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such other price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 (or, in respect of such Pari Passu Indebtedness, the agreement or instrument governing the terms thereof). The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within thirty days after the date that the amount of Excess Proceeds exceeds $50.0 million by mailing or electronically delivering the notice required pursuant to Section 3.09, with a copy to the Trustee, or otherwise in accordance with Applicable Procedures. The Issuers may satisfy the foregoing obligation with respect to any Net Proceeds from an Asset Sale by making an offer to purchase Notes with respect to the amount of all or part of the available Net Proceeds (the “Advance Portion”) prior to the expiration of the Asset Sale Proceeds Application Period with respect to the amount of all or a part of the available Net Proceeds in advance of being required to do so by this Indenture (the “Advance Offer”).

To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or in the case of an Advance Offer, the Advance Portion), the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) in any manner not prohibited by this Indenture (any such remaining Excess Proceeds and Advance Portion amount, “Declined Excess Proceeds”). If the aggregate principal amount (or accreted value, as applicable) of Notes and/or the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds (or in the case of an Advance Offer, the Advance Portion), the Trustee will select the Notes to be purchased in the manner described under Section 3.02 and the Issuers will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, for purposes of this provision the amount of Excess Proceeds (or in the case of an Advance Offer, the Advance

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Portion) that resulted in the Asset Sale Offer or Advance Offer will be reset to zero (regardless of whether there are any remaining Excess Proceeds (or Advance Portion) upon such completion). An Asset Sale Offer or Advance Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Asset Sale Offer or Advance Offer may not condition tenders on the delivery of such consents).

(e) Pending the final application of the amount of any Net Proceeds pursuant to this Section 4.10, such amount of Net Proceeds may be applied to temporarily reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Credit Facilities, or otherwise invested in any manner not prohibited by this Indenture.

(f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer or Advance Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations described in this Indenture by virtue thereof.

(g) The Issuers’ obligation to make an offer to repurchase the Notes pursuant to this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the then outstanding Notes.

SECTION 4.11. Transactions with Affiliates.

(a) The Issuer will not, and will not permit any Restricted Subsidiary 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 Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $15.0 million, unless:

(1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiaries than those that would have been obtained at such time in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person other than an Affiliate of the Issuer on an arm’s-length basis or, if in the good faith judgment of the Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions requiring aggregate payments or consideration in excess of $30.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with Section 4.11(a)(1).

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(b) Section 4.11(a) will not apply to the following:

(1) (a) transactions between or among the Issuer and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (b) any merger, consolidation or amalgamation of the Issuer and any Parent Company; provided that such merger, consolidation or amalgamation of the Issuer is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;

(2) (a) Restricted Payments permitted by Section 4.07 hereof (including any transaction specifically excluded from the definition of the term “Restricted Payments,” including pursuant to the exceptions contained in the definition thereof and the parenthetical exclusions of such definition), but excluding any Restricted Payment permitted by Section 4.07(b)(14)(G), (b) any “Permitted Investments” or any acquisition otherwise permitted by this Indenture and (c) Indebtedness permitted by Section 4.09;

(3) (a) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees, officers, directors, managers, consultants or independent contractors or guarantees in respect thereof for bona fide business purposes or in the ordinary course of business or consistent with industry practice, (b) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former or future officers, directors, employees, managers, consultants and independent contractors of the Issuer or any of its Subsidiaries or of any Parent Company and (c) any payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers current, former or future officers, directors, employees, managers, consultants and independent contractors of the Issuer or any of its Subsidiaries or any Parent Company;

(4) the payment of fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to, or on behalf of, or for the benefit of, present, future or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any Parent Company or any Restricted Subsidiary;

(5) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms, when taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer on an arm’s-length basis;

(6) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any agreement as in effect as of the Issue Date, or any amendment thereto or replacement thereof (so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Board of Directors to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

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(7) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any equity holder agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto and similar agreements or arrangements that it may enter into thereafter; provided that the existence of, or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or arrangement or under any similar agreement or arrangement entered into after the Issue Date will only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement or arrangement are not otherwise materially disadvantageous in the good faith judgment of the Board of Directors to the Holders when taken as a whole (as compared to the original agreement or arrangement in effect on the Issue Date);

(8) cash payments and in-kind donations to the Chobani Foundation, made in the ordinary course;

(9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with industry practice and otherwise in compliance with the terms of this Indenture that are fair to the Issuer and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance, sale or transfer of Equity Interests (other than Disqualified Stock) of the Issuer or any Parent Company to any Person and the granting and performing of customary rights (including registration rights) in connection therewith, and any contribution to the capital of the Issuer;

(11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility and any other transaction effected in connection with a Qualified Securitization Facility or a financing related thereto;

(12) payments by the Issuer or any Restricted Subsidiary made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by, or made pursuant to arrangements approved by, a majority of the Board of Directors in good faith;

(13) payments with respect to Indebtedness, Disqualified Stock and other Equity Interests (and cancellation of any thereof) of the Issuer, any Parent Company and any Restricted Subsidiary and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Issuer, any of its Subsidiaries or any Parent Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any equity subscription or equity holder agreement that are, in each case, approved by the Issuer in good faith; and any employment agreements, severance arrangements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) that are, in each case, approved by the Issuer in good faith;

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(14) (a) investments by Affiliates in securities or Indebtedness of the Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Issuer or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (b) payments to Affiliates in respect of securities or Indebtedness of the Issuer or any Restricted Subsidiary contemplated in the foregoing subclause (a) or that were acquired from Persons other than the Issuer and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities or Indebtedness;

(15) payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business or consistent with past practice, industry practice or industry norms (including, any cash management activities related thereto);

(16) payments by the Issuer (and any Parent Company) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any Parent Company) and its Subsidiaries; provided that in each case the amount of such payments by the Issuer and its Subsidiaries are permitted under Section 4.07(b)(14);

(17) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee, and any Affiliate of the Issuer, as lessor, and transactions pursuant to that lease which lease is approved by the Board of Directors or senior management of the Issuer in good faith;

(18) intellectual property licenses in the ordinary course of business or consistent with industry practice;

(19) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equity holders of the Issuer or any Parent Company pursuant to any equity holders agreement or registration rights agreement entered into on or after the Issue Date;

(20) transactions permitted by, and complying with, Section 5.01 solely for the purpose of (a) reorganizing to facilitate any initial public offering of securities of the Issuer or any Parent Company, (b) forming a holding company or (c) reincorporating the Issuer or the Co-Issuer in a new jurisdiction;

(21) transactions undertaken in good faith (as determined by the Board of Directors or certified by senior management of the Issuer in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Issuer and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture;

(22) (a) transactions with a Person that is an Affiliate of the Issuer (other than an Unrestricted Subsidiary) solely because the Issuer or any Restricted Subsidiary owns Equity Interests in such Person and (b) transactions with any Person that is an Affiliate solely because a director or officer of such Person is a director or officer of the Issuer, any Restricted Subsidiary or any Parent Company;

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(23) (a) pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (b) any transactions with an Affiliate in which the consideration paid consists solely of Equity Interests of the Issuer or a Parent Company;

(24) the sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer;

(25) investments by the Parent Company in securities or Indebtedness of the Issuer or the Co-Issuer or any Guarantor; and

(26) payments on the Notes in accordance with this Indenture and payments of Obligations under any Credit Facility and payments in respect of Obligations under other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer and its Subsidiaries held by Affiliates; provided that such Obligations were acquired by an Affiliate of the Issuer in compliance with this Indenture.

SECTION 4.12. Liens. The Issuers will not, and will not permit any Guarantor to, create, incur or assume any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset or property of the Issuer or the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens until such time as such Subordinated Indebtedness is no longer secured by such Liens; and

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured until such time as such Obligations are no longer secured by such Liens.

For purposes of determining compliance with this Section 4.12, (A) a Lien need not be incurred solely by reference to one category of Permitted Liens described in the definition thereof but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Issuer may, in its sole discretion, be entitled to divide or classify (and later divide, classify, re-divide and re-classify), in whole or in part, any such Lien (or any portion thereof) among one or more of such categories or clauses in any manner.

Any Lien created for the benefit of the Holders pursuant to this Section 4.12 will be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) of this Section 4.12 or upon such Liens no longer attaching to assets or property of the Issuer or the Co-Issuer or a Guarantor.

The expansion of Liens by virtue of accretion or amortization of original issue discount, the payment of dividends in the form of Indebtedness and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this covenant.

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SECTION 4.13. Company Existence. Subject to Article V hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its organizational existence, and the corporate, partnership or other organizational 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 Issuer or any such Restricted Subsidiary; provided that the Issuer shall not be required to preserve the corporate, partnership or other organizational existence of its Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and the Restricted Subsidiaries, taken as a whole.

SECTION 4.14. Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuers have previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07, the Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.00% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date prior to such repurchase.

Within 60 days following any Change of Control, the Issuers will send notice of such Change of Control Offer electronically or by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder at such Holder’s registered address or otherwise in accordance with the Applicable Procedures, with the following information:

(1) a Change of Control Offer is being made pursuant to this Section 4.14 and all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 20 Business Days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;

(3) any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) unless the Issuers default 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 on the Change of Control Payment Date;

(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice or otherwise in accordance with the Applicable Procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

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(6) Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter or other notice in accordance with the Applicable Procedures setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; provided that the unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000;

(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition, and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuers in their sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that payment of the purchase price and performance of the Issuers’ obligations with respect to such purchase may be performed by another Person; and

(9) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuers pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations described in this Indenture by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof validly tendered and not validly withdrawn; and

(3) deliver, or cause to be delivered, to the Trustee (a) an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers and (b) at the Issuers’ option, the Notes so accepted for cancellation.

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(c) The Issuers will not be required to make a Change of Control Offer following a Change of Control if 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 Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer.

(d) A Change of Control Offer may be made in advance of a Change of Control and 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.

(e) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).

(f) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to Sections 3.02, 3.05 and 3.06, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.

(g) The Issuers’ obligation to make an offer to repurchase the Notes pursuant to this Section 4.14 may be waived or modified (at any time, including after a Change of Control) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

SECTION 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer will not permit any Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or the Co-Issuer or any Guarantor), other than the Co-Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the Issuer or the Co-Issuer or any Guarantor under the Senior Credit Facilities incurred under Section 4.09(b)(1) or (ii) Capital Markets Indebtedness of the Issuer or the Co-Issuer or any Guarantor, in each case, having an aggregate principal amount outstanding in excess of $25.0 million unless:

(1) such Restricted Subsidiary within 30 days executes and delivers to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or the Co-Issuer or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and

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(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of this Section 4.15 and such Guarantee may be released at any time in the Issuer’s sole discretion.

SECTION 4.16. Suspension of Covenants.

(a) During any period of time that (i) the Notes have an Investment Grade Rating 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” and the date thereof being referred to as the “Suspension Date”), the Guarantees will be automatically and unconditionally released and discharged (subject to reinstatement pursuant to clause (f) below) and the Issuer and the Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15, Section 5.01(a)(1)(d) and 5.01(b) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”).

(b) During a Suspension Period (as defined below), the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.”

(c) In the event that the Issuer and the 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”) the Notes no longer have an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds will be reset to zero for purposes of Section 4.10.

(d) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any Restricted Subsidiary or events occurring prior to such reinstatement with respect to any of the Suspended Covenants will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that

(1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period;

(2) 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 4.09(b)(3);

(3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be deemed to be permitted pursuant to Section 4.11(b)(6);

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(4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(1); and

(5) no Subsidiary of the Issuer will be required to comply with Section 4.15 after the Reversion Date with respect to any guarantee entered into by such Subsidiary during any Suspension Period;

(6) all Liens permitted to be created, incurred or assumed during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (10) of the definition of “Permitted Liens”; and

(7) all Investments made during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as Permitted Investments permitted under clause (5) of the definition of “Permitted Investments.”

(e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (i) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of the Restricted Subsidiaries will bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (ii) following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such time) and to consummate any transactions contemplated thereby.

(f) During the Suspension Period, the Guarantees will be automatically and unconditionally released and discharged and the obligation to grant further Guarantees will be suspended. Upon the Reversion Date, the obligation to grant Guarantees pursuant to Section 4.15 will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of Section 4.15).

(g) The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred, or (iii) notify Holders of any of the foregoing.

SECTION 4.17. Limitations on Activities of the Co-Issuer. The Co-Issuer shall not hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than (1) the issuance of its Capital Stock to the Issuer or any Wholly-Owned Restricted Subsidiary, (2) the incurrence of Indebtedness as a co-obligor or guarantor, as the case may be, of the Notes, any Credit Facility and any other Indebtedness that is permitted to be incurred pursuant to Section 4.09 and (3) activities incidental thereto.

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SECTION 4.18. Limitation on Activities of the Parent Guarantor. The Parent Guarantor shall not engage in any operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event:

(1) the Parent Guarantor’s ownership of the Equity Interests of the Issuer and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests;

(2) the maintenance of the Parent Guarantor’s legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance);

(3) the performance of the Parent Guarantor’s obligations as a guarantor and pledgor with respect to the Credit Facilities or any other documents governing Indebtedness of the Issuer or any other Subsidiary of the Issuer, including but not limited to, the incurrence of Indebtedness and Liens solely in respect of the performance of such obligations;

(4) any public offering of the Parent Guarantor’s common equity or any other issuance or sale of its Equity Interests (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Equity Interest);

(5) the Parent Guarantor’s receipt and payment of dividends and distributions or making contributions to the capital of the Issuer or its other Subsidiaries;

(6) the Parent Guarantor’s filing of tax reports and paying taxes and other customary obligations in the ordinary course (and contesting any taxes);

(7) the Parent Guarantor’s participating in tax, accounting and other administrative matters with respect to the Issuer or its other Subsidiaries and the provision of administrative and advisory services (including treasury and insurance services) to the Issuer or its other Subsidiaries;

(8) the Parent Guarantor holding any cash or property (not including the Parent Guarantor’s operation of any property);

(9) the Parent Guarantor providing indemnification to officers, directors, members of management, managers, employees, consultants or independent contractors;

(10) the Parent Guarantor’s merging, amalgamating or consolidating with or into any Person (in compliance with Article V hereof);

(11) the Parent Guarantor’s activities incidental to Permitted Investments consummated by the Issuer and the other Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Investments or similar Investments;

(12) any transaction of the Parent Guarantor with the Issuer or any Restricted Subsidiary to the extent expressly permitted under this Indenture;

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(13) the Parent Guarantor preparing reports to Governmental Authorities and to its shareholders;

(14) the Parent Guarantor holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure;

(15) the Parent Guarantor complying with applicable law;

(16) the Parent Guarantor’s activities relating to any management equity plan, stock option plan or any other management or employee benefit plan;

(17) the performance of the Parent Guarantor’s obligations under this Indenture and its Guarantee; and

(18) any activities incidental or reasonably related to the foregoing.

ARTICLE V

SUCCESSORS

SECTION 5.01. Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets.

(a) Neither the Issuer nor the Co-Issuer may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to any Person unless:

(1) (a) the Issuer or the Co-Issuer, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer or the Co-Issuer, as applicable), or to which such sale, assignment, transfer, lease, conveyance or other disposition is made, is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation;

(b) the Successor Company, if other than the Issuer or the Co-Issuer, as applicable, expressly assumes all the obligations of the Issuer or the Co-Issuer, as applicable, under the Notes pursuant to supplemental indentures or other customary documents or instruments;

(c) immediately after such transaction, no Default exists;

(d) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the most recently ended Test Period, either:

(i) the Issuer (or Successor Company, as applicable) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test, or

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(ii) the Fixed Charge Coverage Ratio for the Issuer (or Successor Company, as applicable) would be equal to or greater than the Fixed Charge Coverage Ratio for the Issuer immediately prior to such transaction;

(e) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(a)(1)(b) will apply, will have by supplemental indenture or otherwise confirmed that its Guarantee applies to such Person’s obligations under this Indenture and the Notes; and

(f) the Issuer or the Co-Issuer, as applicable (or the Successor Company, as applicable), will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction is made in compliance with Section 4.10; or

(3) in the case of assets consisting of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries.

Notwithstanding clauses (c) through (f) of Section 5.01(a)(1),

(1) any Restricted Subsidiary may consolidate with, amalgamate with or merge with or into or wind up into or sell, assign, lease, convey, transfer or otherwise dispose of all or part of its properties and assets to the Issuer or any other Restricted Subsidiary,

(2) the Issuer or the Co-Issuer may consolidate with, amalgamate with or merge with or into, or wind up into an Affiliate of the Issuer for the purpose of reincorporating the Issuer or the Co-Issuer in the United States, any state thereof, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby,

(3) the Issuer or the Co-Issuer may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of a jurisdiction in the United States (and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws), and

(4) the Issuer or the Co-Issuer or a Guarantor may change its name.

(b) Subject to Section 10.06, no Guarantor will, and the Issuer will not permit any Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

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(1) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments;

(C) immediately after such transaction, no Default exists; and

(D) the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) in the case of a Subsidiary Guarantor, the transaction is made in compliance with, if applicable, Section 4.10; or

(3) in the case of assets consisting of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries.

(c) Notwithstanding the foregoing, any Guarantor may (1) merge, amalgamate or consolidate with or into, wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to another Guarantor or the Issuer, (2) merge with an Affiliate of the Issuer for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, (4) liquidate or dissolve or change its legal form if the Issuer determines in good faith that such action is in the best interests of the Issuer and is not materially disadvantageous to the Holders of the Notes and (5) change its name.

SECTION 5.02. Successor Person Substituted. Upon any consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the Successor Company or Successor Person formed by such consolidation or amalgamation or into or with which the Issuer or the Co-Issuer or such Guarantor, as applicable, is merged or to which such wind up, sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture, the Notes and the Guarantees referring to the Issuer or the Co-Issuer or such Guarantor, as applicable, shall refer instead to the Successor Company or Successor Person and not to the Issuer or the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer or the Co-Issuer or such Guarantor, as applicable, under this Indenture, the Notes and the Guarantees with the same effect as if such Successor Company or Successor Person had been named as the Issuer or the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Issuer or Co-Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer or Co-Issuer shall not be relieved from the obligations under this Indenture, the Notes and the Guarantees in the case of any lease.

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ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on, or with respect to, the Notes;

(3) failure by the Issuer or the Co-Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30.00% in principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) of this Section 6.01) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) or the payment of which is guaranteed by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $40.0 million or more at any one time outstanding;

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(5) failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $40.0 million (net of amounts covered by insurance policies), which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 consecutive days after such judgment becomes final;

(6) the Parent Guarantor, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary), pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) 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;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders), would constitute a Significant Subsidiary), in a proceeding in which the Parent Guarantor, the Issuer or any such Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders), would constitute a Significant Subsidiary), is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders), would constitute a Significant Subsidiary), or for all or substantially all of the property of the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Parent Guarantor made available to the Holders), would constitute a Significant Subsidiary); or

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(iii) orders the liquidation of the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that, taken together (as of the latest consolidated financial statements of the Parent Guarantor made available to the Holders), would constitute a Significant Subsidiary);

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of the Parent Guarantor or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) will for any reason cease to be in full force and effect except as contemplated by the terms of this Indenture or be declared null and void in a final non-appealable judgment of a court of competent jurisdiction or any Financial Officer of the Parent Guarantor, in the case of the Parent Guarantor, or any Financial Officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary), in the case of a Significant Subsidiary, as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of this Indenture or as expressly permitted by this Indenture, including as the result of a release of any such Guarantee in accordance with this Indenture.

SECTION 6.02. Acceleration. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 with respect to either Issuer) occurs and is continuing under this Indenture, the Trustee by written notice to the Issuers or the Holders of at least 30.00% in principal amount of the then total outstanding Notes by written notice to the Issuers and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. The Trustee will have no obligation to accelerate the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to either of the Issuers, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority of the 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 waive any existing Default and its consequences hereunder (except a continuing Default with respect to non-payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences if such rescission would not conflict with any judgment of a court of competent jurisdiction.

In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if:

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(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured, waived or is no longer continuing.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

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 of a Note 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. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.02 hereof, Holders of 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 waive any existing Default and its consequences hereunder (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer). 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 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

SECTION 6.06. Limitation on Suits. Subject to Section 6.07 hereof, 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 30.00% in principal amount of the total outstanding Notes have requested in writing the Trustee to pursue the remedy;

(3) Holders of the Notes have offered (and if requested, provided) the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

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(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such written request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to bring suit for the enforcement of any payment of principal of, premium, if any, and interest on the Notes on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(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 Issuers for the whole amount of principal of, premium, if any, 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 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.12. Trustee May File Proofs of Claim. The Trustee is authorized to 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

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any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee on behalf of such Holder, 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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained 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, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.13. Priorities. If the Trustee or any Agent collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

(i) to the Trustee, such Agent, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of collection;

(ii) to Holders for amounts due and unpaid on the Notes for principal, premium, if any, 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; and

(iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13.

SECTION 6.14. 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 a 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 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.

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ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture on behalf of the Holders, 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.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of willful misconduct or bad faith, as determined by a court of competent jurisdiction, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, as determined by a court of competent jurisdiction, except that:

(i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) 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 6.02, 6.04 or 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01 and Section 7.01(f).

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered (and if requested, provide) to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

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(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any document 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, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good fatih that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer thereof.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for 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.

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(i) 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 each agent, custodian and other Person employed to act hereunder.

(j) [Reserved].

(k) Delivery of 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 Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(l) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.

(m) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(n) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(o) The Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(p) For certain payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 the Code. The Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8 (or, in each case, any successor form) to the Trustee prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Trustee to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 7.02(p) are not provided prior to or by the time the related payment is required to be made or are determined by the Trustee to be incomplete and/or inaccurate in any respect, the Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment.

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SECTION 7.03. 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 Issuers or any of their Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.11 hereof.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to Holders a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as it in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. [Reserved].

SECTION 7.07. Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or the Co-Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or the Co-Issuer or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence, as determined by a court of competent jurisdiction in a final and non-appealable decision.

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Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Issuers under this Section 7.07 and the immunities of the Trustee contained in Article VII shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing not less than 30 days prior to the effective date of such removal. The Issuers may remove the Trustee if:

(A) the Trustee fails to comply with Section 7.11 hereof;

(B) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(C) a custodian or public officer takes charge of the Trustee or its property; or

(D) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee All fees, costs, and expenses (including attorney’s fees and expenses) incurred in connection with such petition to be paid by the Issuer.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.11 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. 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; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

The resigning Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee.

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further action required (including the providing of notice) shall be the successor Trustee.

SECTION 7.10. Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of such trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such title to the trust, or any part hereof, and subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.11 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under Section 7.08 hereof.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(1) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the trust created by this Indenture or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(2) the Trustee shall not be liable for any act or omission of any separate trustee or co-trustee; and

(3) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

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(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

(d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 7.11. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has, together with its parent, a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof, to have cured all then existing Events of Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute such instruments requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(A) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

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(B) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(C) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(D) this Section 8.02.

Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03. Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 4.17 and 4.18 hereof and Sections 5.01(a)(1)(d) and (e), and Section 5.01(b) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“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 shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuers and the Guarantors may omit to comply with and shall 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 shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5), 6.01(6) (solely with respect to the Restricted Subsidiaries), 6.01(7) (solely with respect to the Restricted Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether such Notes are being defeased to

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maturity or to a particular Redemption Date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; provided, however, that the Trustee shall have no liability whatsoever in the event that such deposit is not made after the Trustee has discharged this Indenture. Any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

(2) in the case of Legal Defeasance, the Issuers will have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions:

(A) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. 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 Covenant Defeasance, the Issuers will have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such 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;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement, instrument or documents (other than this Indenture) to which, the Issuer or the Co-Issuer or any Guarantor is a party or by which the Issuer or the Co-Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness to be redeemed, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith);

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(6) the Issuers will have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or the Co-Issuer or any Guarantor or others; and

(7) the Issuers will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

SECTION 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall 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 Issuer, the Co-Issuer or a Guarantor 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 Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 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.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of an Independent Financial Advisor expressed in a written certification thereof delivered to the Trustee to the extent such requested amount consists of Government Securities (which may be the opinion delivered under Section 8.04(a) 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 8.06. Repayment to Issuers. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

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SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 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, then the Issuers’ and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall 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

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Co-Issuer, any Guarantor (with respect to a Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Co-Issuer or any Guarantor;

(7) at the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act);

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;

(9) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;

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(10) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes, as provided to the Trustee in an Officer’s Certificate;

(11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(12) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture; or

(13) to secure the Notes and/or the related Guarantees.

Upon the request of the Issuer 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 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer, the Co-Issuer and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

SECTION 9.02. With Consent of Holders. Except as provided below in this Section 9.02, the Issuer, the Co-Issuer, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any), other than Notes beneficially owned by the Issuer or its Affiliates, voting as a single class (including consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or

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waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuer 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 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer, the Co-Issuer and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall deliver to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder (including, for the avoidance of doubt, any Notes held by Affiliates), an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Notes on any date (other than the provisions relating to Section 3.09, Section 4.10 and Section 4.14); provided that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest 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 Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any Note payable in money other than that stated therein;

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(6) make any change in the provisions of this Indenture relating to waivers of past Defaults;

(7) make any change in this Article IX that is materially adverse to the Holders;

(8) modify the contractual right hereunder of any Holder to institute suit for the payment of principal, interest or premium (if any) on or with respect to such Holder’s Notes on or after the respective due dates;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, in any manner materially adverse to the Holders.

SECTION 9.03. [Reserved].

SECTION 9.04. Revocation and Effect of Consents. 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.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, 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 unless the consent of the requisite number of Holders has been obtained.

SECTION 9.05. 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 Issuers 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 shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. Trustee to Sign Amendments, etc. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer or the Co-Issuer may not sign an amendment, supplement or waiver until the Board of Directors of the Issuer or the Co-Issuer, as applicable, approves it. In executing any amendment, supplement or waiver, the Trustee shall receive, and shall be fully protected in

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relying conclusively upon, in addition to the documents required by Section 12.04 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 such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.

Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement in the form of Exhibit D attached hereto adding a new Guarantor under this Indenture.

ARTICLE X

GUARANTEES

SECTION 10.01. Guarantee. Subject to this Article X, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuers hereunder or thereunder, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder, including for expenses, indemnification or otherwise, shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuers hereunder and under the Notes).

Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

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If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuer or the Co-Issuer or the Guarantors, then any amount paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should any of the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee 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.

The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without setoff, counter-claim, reduction or diminution of any kind or nature.

SECTION 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such

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Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall 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 determined in accordance with GAAP.

SECTION 10.03. Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor that becomes a party hereto after the date hereof shall cause a supplemental indenture in the form of Exhibit D) to be executed on behalf of such Guarantor by one of its authorized Officers.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of such Guarantor shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with Section 4.15 and this Article X, to the extent applicable.

SECTION 10.04. Subrogation. Until its Guarantee is terminated in accordance with Section 12.06, each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

SECTION 10.05. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

SECTION 10.06. Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all of the assets of such Guarantor (including to any of the Issuers or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture;

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(2) (a) the release or discharge of the guarantee by, or direct obligation of, such Guarantor of Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of any of the Issuers or any Guarantor, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that, in each case, a release subject to a contingent reinstatement is still a release);

(3) (a) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or (b) such Guarantor otherwise becoming an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof);

(4) (a) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with Article XI hereof;

(5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer, the Co-Issuer or Guarantor (other than the Parent Guarantor) that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof; or

(6) as described under Article IX.

(b) The Note Guarantee of the Parent Guarantor will terminate upon:

(1) the exercise by the Issuers of their legal defeasance option or covenant defeasance option as described under Article VIII hereof; or

(2) the discharge of the Issuers’ obligations under this Indenture in accordance with Article XI hereof.

(c) Notwithstanding the foregoing, any guarantee by a Parent Company (other than the Parent Guarantor) may be automatically and unconditionally released and discharged for any reason.

(d) The Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of any of the Issuers or any Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

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ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuer or the Co-Issuer 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, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that (i) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (ii) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

(B) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and

(C) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuers 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. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (2)(A), (B) and (C) above.

Notwithstanding the satisfaction and discharge of this Indenture, Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

SECTION 11.02. Application of Trust Money. Subject to Section 8.06, all money deposited with the Trustee pursuant to Section 11.01 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 Issuer or the Co-Issuer or a Guarantor 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.

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If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 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 Issuers’ 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 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers 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 XII

MISCELLANEOUS

SECTION 12.01. [Reserved].

SECTION 12.02. Notices. Any notice or communication by the Issuer, the Co-Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, electronically (in “.pdf” or other format) or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer, the Co-Issuer and/or any Guarantor on or after the Issue Date:

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Mick Beekhuizen, Chief Financial Officer

E-mail: Mick.Beekhuizen@chobani.com

   with a copy to: Kathy Leo, General Counsel

   E-mail: Kathy.Leo@chobani.com

in each case, with a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Attention: Andrew Fabens

E-mail: AFabens@gibsondunn.com

If to the Trustee:

Wells Fargo Bank, National Association, as Trustee

150 East 42^nd Street, 40^th Floor

New York, New York 10017, U.S.A.

Attention: Corporate Trust Services, Administrator for Chobani, LLC

Facsimile No.: 917 260-1593

Email: Raymond.dellicolli@wellsfargo.com

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The Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; 5 calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; on the first date on which publication is made or electronic delivery made; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be electronically delivered, mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register kept by the Registrar.

Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary pursuant to the standing instructions from the Depositary.

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

If the Issuers deliver or mail a notice or communication to Holders, they shall deliver or mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. Communication with Holders of a Global Note. Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.

SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture (other than as set forth in the last sentence of Section 9.06 and with respect to clause (B) below, in connection with the initial issuance of Notes on the Issue Date), the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(A) An Officer’s Certificate in form satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

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(B) An Opinion of Counsel in form satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(A) a statement that the Person making such certificate or opinion has read such covenant or condition;

(B) 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;

(C) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(D) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

SECTION 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator, member, partner or equity holder of the Issuer or the Co-Issuer, any Guarantor or any Parent Company will have any liability for any obligations of the Issuer or the Co-Issuer or the Guarantors under the Notes, the Guarantees, this Indenture or any supplemental indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 12.08. Governing Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 12.09. Waiver of Jury Trial. EACH OF THE ISSUER, THE CO-ISSUER, THE GUARANTORS, AND THE TRUSTEE HEREBY, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREBY, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SECTION 12.10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable 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 or hardware) services.

SECTION 12.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Parent Guarantor, the Issuers or the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.12. Successors. All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

SECTION 12.13. Severability. In case any provision or any part of any provision in this Indenture or in the Notes 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.

SECTION 12.14. Counterpart 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. This Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic transmissions (in ‘.pdf’ or other format) shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (in ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.

SECTION 12.15. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.16. 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.

[Signatures on following page]

161

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first above written.

CHOBANI, LLC,
as Issuer
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer

CHOBANI FINANCE CORPORATION, INC., as Co-Issuer
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer

[Signature Page to Indenture]

CHOBANI GLOBAL HOLDINGS, LLC, as Parent Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
ARGO-FARMA LL, LLC, as Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
CHOBANI CAFÉ, LLC, as Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
CHOBANI IDAHO, LLC, as Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer

[Signature Page to Indenture]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Stefan Victory
	Name: Stefan Victory
	Title: Vice President

[Signature Page to Indenture]

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP [        ]

ISIN [        ]

[RULE 144A][REGULATION S] GLOBAL NOTE

7.500% Senior Notes due 2025

No. [    ] [Up to] $[      ]

CHOBANI, LLC

CHOBANI FINANCE CORPORATION, INC.

jointly and severally promise to pay to                 or registered assigns,

[the principal sum set forth on the Schedule of Exchange of Interests in the Global Note attached hereto] [the principal sum of                  DOLLARS] on April 15, 2025.

Interest Payment Dates: April 15 and October 15, beginning October 15, 2017

Record Dates: April 1 and October 1

A-2

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

CHOBANI, LLC
By:
	Name:
	Title:
CHOBANI FINANCE CORPORATION, INC.
By:
	Name:
	Title:

A-3

This is one of the Notes referred to

in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

Dated:

A-4

[Back of Note]

7.500% Senior Note due 2025

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Chobani, LLC (the “Issuer”) and Chobani Finance Corporation, Inc. (the “Co-Issuer” and together with the Issuer, the “Issuers”) jointly and severally promise to pay interest on the principal amount of this Note at a rate per annum of 7.500% from April 13, 2017 until maturity. The Issuers will pay interest on this Note semi-annually in arrears on April 15 and October 15 of each year, beginning October 15, 2017 or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuers will make each interest payment to the Holder of record of this Note on the immediately preceding April 1 and October 1 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be October 15, 2017. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360- day year comprising twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments of principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuers maintained pursuant to Section 4.02 of the Indenture or, at the option of the Issuers, may 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 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion), provided that (a) all payments of principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof and (b) if no notice of wire transfer election is received for such Holder, all payments of principal, premium, if any, and interest with respect to certificated Notes will be made by check mailed to the Holders at their addresses set forth in the Note Register. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period.

3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers or any of their Subsidiaries may act in any such capacity.

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4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of April 13, 2017 (the “Indenture”), among (a) Chobani, LLC, as Issuer, (b) Chobani Finance Corporation, Inc., as Co-Issuer, (c) Chobani Global Holdings, LLC, as Parent Guarantor, (d) the Subsidiary Guarantors named therein, and (e) the Trustee. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and to the extent permitted by Section 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) At any time prior to April 15, 2020, the Issuers may at their option on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

(b) At any time prior to April 15, 2020, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuers) equal to the sum of (i) 107.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution.

(c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

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(d) Except pursuant to clause (a), (b) or (c) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to April 15, 2020.

(e) On and after April 15, 2020, the Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on April 15 in each of the years indicated below:

Year	Percentage
2020		105.625	%
2021		103.750	%
2022		101.875	%
2023 and thereafter		100.000	%

(e) Any redemption pursuant to Section 3.07 of the Indenture shall be made pursuant to Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION; OFFERS TO PURCHASE AND OPEN MARKET PURCHASES. The Issuers will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as described under Sections 3.09, 4.10 and 4.14 of the Indenture.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, the Issuers shall deliver electronically, mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 10 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Section 3.03(i), Article VIII or Article XI of the Indenture.

8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, the Issuers shall make a Change of Control Offer in accordance with Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuers shall make an Asset Sale Offer as and when provided in accordance with Sections 3.09 and 4.10 of the Indenture.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes shall be registered and Notes may only be exchanged as provided in the Indenture. The Registrar, Transfer Agent and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not issue, exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not issue, exchange or register the transfer of any Notes during the period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or between a Record Date with respect to such Note and the next succeeding Interest Payment Date with respect to such Note.

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10. PERSONS DEEMED OWNERS. The registered Holder shall be treated as its owner for all purposes. Only registered Holders shall have rights hereunder.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30.00% in principal amount of the then outstanding Notes by written notice to the Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuers, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority of the 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 waive any existing Default or and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a nonconsenting Holder). The Issuer is required to, on an annual basis, deliver to the Trustee a statement regarding compliance with the Indenture, and the Issuer is required within thirty (30) days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, its status and what actions the Issuers are taking or proposes to take with respect thereto.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. GOVERNING LAW. THE INDENTURE, THIS NOTE AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

15. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption 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 and reliance may be placed only on the other identification numbers placed thereon.

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The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Mick Beekhuizen, Chief Financial Officer

E-mail: Mick.Beekhuizen@chobani.com

 with a copy to: Kathy Leo, General Counsel

 E-mail: Kathy.Leo@chobani.com

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                         to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[     ] Section 4.10 [    ] Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*:                             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $ . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal
Amount of
this  Global
Note
following
such
decrease or
increase Signature
of
authorized
signatory
of Trustee
or
Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Mick Beekhuizen, Chief Financial Officer

E-mail: Mick.Beekhuizen@chobani.com

with a copy to: Kathy Leo, General Counsel

E-mail: Kathy.Leo@chobani.com

Wells Fargo Bank, National Association– DAPS REORG, N9300-070

600 South 4^th Street, 7^th Floor

Minneapolis, MN 55415

Attention: Corporate Trust Services

Phone No.: (800) 344-5128

Facsimile No.: (866) 969-1290

Email: dapsreorg@wellsfargo.com

Re: 7.500% Senior Notes due 2025

Reference is hereby made to the Indenture, dated as of April 13, 2017 (the “Indenture”), among (a) Chobani, LLC, as Issuer, (b) Chobani Finance Corporation, Inc., as Co-Issuer, (c) Chobani Global Holdings, LLC, as Parent Guarantor, (d) the Subsidiary Guarantors named therein, and (e) the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                         (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                  in such Note[s] or interests (the “Transfer”),             to              (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

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2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the applicable Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b) [    ] such Transfer is being effected to the Issuer or a Subsidiary thereof.

4. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) [    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement

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Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) [    ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                                     

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ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [    ] a beneficial interest in the:

(i)    [    ] 144A Global Note ([CUSIP: ]), or

(ii)    [    ] Regulation S Global Note ([CUSIP: ]), or

(b) [    ] a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [    ] a beneficial interest in the:

(i)    [        ] 144A Global Note ([CUSIP: ]), or

(ii)    [        ] Regulation S Global Note ([CUSIP: ]), or

(iii)    [        ] Unrestricted Global Note ([    ] [ ]), or

(b) [    ] a Restricted Definitive Note; or

(c) [    ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Mick Beekhuizen, Chief Financial Officer

E-mail: Mick.Beekhuizen@chobani.com

with a copy to: Kathy Leo, General Counsel

E-mail: Kathy.Leo@chobani.com

Wells Fargo Bank, National Association– DAPS REORG, N9300-070

600 South 4^th Street, 7^th Floor

Minneapolis, MN 55415

Attention: Corporate Trust Services

Phone No.: (800) 344-5128

Facsimile No.: (866) 969-1290

Email: dapsreorg@wellsfargo.com

Re: 7.500% Senior Notes due 2025

Reference is hereby made to the Indenture, dated as of April 13, 2017 (the “Indenture”), among (a) Chobani, LLC, as Issuer, (b) Chobani Finance Corporation, Inc., as Co-Issuer, (c) Chobani Global Holdings, LLC, as Parent Guarantor, (d) the Subsidiary Guarantors named therein, and (e) the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                          (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $         in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

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b)     [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]:

[    ] 144A Global Note, or

[    ] Regulation S Global Note

in each case of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated

[Insert Name of Transferor]
By:
	Name:
	Title:

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EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

[                         ] Supplemental Indenture (this “Supplemental Indenture”), dated as of [                     ], among [                ] (the “Guaranteeing Subsidiary”), a subsidiary of Chobani, LLC, a Delaware limited liability company (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer and Chobani Finance Corporation, Inc. have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or modified from time to time, the “Indenture”), dated as of April 13, 2017, providing for the issuance of an unlimited aggregate principal amount of 7.500% Senior Notes due 2025 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture and (i) hereby joins and becomes a party to the Indenture as indicated by its signature below as a Guarantor and (ii) acknowledges and agrees to (x) be bound by the Indenture as a Guarantor and (y) perform all obligations and duties required of a Guarantor pursuant to the Indenture.

(3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or equity holder of the Issuer or the Co-Issuer or any Guarantor or any Parent Company will have any liability for any obligations of the Issuer or the Co-Issuer or the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

D-1

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions 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 for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(8) Benefits Acknowledged. Upon execution and delivery of this Supplemental Indenture the Guaranteeing Subsidiary will be subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that its obligations as a result of this Supplemental Indenture are knowingly made in contemplation of such benefits.

(9)Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Name:
	Title:

E-3

EX-4.3

Exhibit 4.3

Execution Version

INDENTURE

Dated as of October 23, 2020

Among

CHOBANI, LLC,

as Issuer,

CHOBANI FINANCE CORPORATION, INC.,

as Co-Issuer,

CHOBANI GLOBAL HOLDINGS, LLC,

as Parent Guarantor,

the SUBSIDIARY GUARANTORS party hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee and as Collateral Agent

4.625% SENIOR SECURED NOTES DUE 2028

CONTENTS

		Page
Article I           DEFINITIONS AND INCORPORATION BY REFERENCE			6
SECTION 1.01.	Definitions		6
SECTION 1.02.	Other Definitions		62
SECTION 1.03.	[Reserved]		63
SECTION 1.04.	Rules of Construction		63
SECTION 1.05.	Acts of Holders		64
SECTION 1.06.	Limited Condition Transactions; Measuring Compliance		66
Article II           THE NOTES			68
SECTION 2.01.	Form and Dating; Terms		68
SECTION 2.02.	Execution and Authentication		70
SECTION 2.03.	Registrar, Transfer Agent and Paying Agent		70
SECTION 2.04.	Paying Agent to Hold Money in Trust		71
SECTION 2.05.	Holder Lists		71
SECTION 2.06.	Transfer and Exchange		71
SECTION 2.07.	Replacement Notes		84
SECTION 2.08.	Outstanding Notes		84
SECTION 2.09.	Treasury Notes		85
SECTION 2.10.	Temporary Notes		85
SECTION 2.11.	Cancellation		85
SECTION 2.12.	Defaulted Interest		85
SECTION 2.13.	CUSIP/ISIN Numbers		86
Article III           REDEMPTION			86
SECTION 3.01.	Notices to Trustee		86
SECTION 3.02.	Selection of Notes to Be Redeemed		86
SECTION 3.03.	Notice of Redemption		87
SECTION 3.04.	Effect of Notice of Redemption		88
SECTION 3.05.	Deposit of Redemption Price		88
SECTION 3.06.	Notes Redeemed in Part		88
SECTION 3.07.	Optional Redemption		89
SECTION 3.08.	Mandatory Redemption		90
SECTION 3.09.	Offers to Repurchase by Application of Excess Proceeds		90
Article IV           COVENANTS			92
SECTION 4.01.	Payment of Notes		92
SECTION 4.02.	Maintenance of Office or Agency		93
SECTION 4.03.	Reports and Other Information		93
SECTION 4.04.	Compliance Certificate		97
SECTION 4.05.	Taxes		97
SECTION 4.06.	Stay, Extension and Usury Laws		97
SECTION 4.07.	Limitation on Restricted Payments		97
SECTION 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		108
SECTION 4.09.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		111
SECTION 4.10.	Asset Sales		121

SECTION 4.11.	Transactions with Affiliates	125
SECTION 4.12.	Liens	129
SECTION 4.13.	Company Existence	130
SECTION 4.14.	Offer to Repurchase Upon Change of Control	130
SECTION 4.15.	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	132
SECTION 4.16.	Suspension of Covenants	133
SECTION 4.17.	Limitations on Activities of the Co-Issuer	135
SECTION 4.18.	Limitation on Activities of the Parent Guarantor	135
SECTION 4.19.	No Impairment of the Security Interests	136
SECTION 4.20.	Further Assurances	136
SECTION 4.21.	Maintenance of Properties and Insurance	138
Article V           SUCCESSORS		138
SECTION 5.01.	Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets	138
SECTION 5.02.	Successor Person Substituted	141
Article VI           DEFAULTS AND REMEDIES		141
SECTION 6.01.	Events of Default	141
SECTION 6.02.	Acceleration	144
SECTION 6.03.	Other Remedies	144
SECTION 6.04.	Waiver of Past Defaults	145
SECTION 6.05.	Control by Majority	145
SECTION 6.06.	Limitation on Suits	145
SECTION 6.07.	Rights of Holders to Receive Payment	146
SECTION 6.08.	Collection Suit by Trustee	146
SECTION 6.09.	Restoration of Rights and Remedies	146
SECTION 6.10.	Rights and Remedies Cumulative	146
SECTION 6.11.	Delay or Omission Not Waiver	146
SECTION 6.12.	Trustee May File Proofs of Claim	146
SECTION 6.13.	Priorities	147
SECTION 6.14.	Undertaking for Costs	147
Article VII           TRUSTEE		147
SECTION 7.01.	Duties of Trustee	147
SECTION 7.02.	Rights of Trustee	149
SECTION 7.03.	Individual Rights of Trustee	150
SECTION 7.04.	Trustee’s Disclaimer	151
SECTION 7.05.	Notice of Defaults	151
SECTION 7.06.	[Reserved]	151
SECTION 7.07.	Compensation and Indemnity	151
SECTION 7.08.	Replacement of Trustee	152
SECTION 7.09.	Successor Trustee by Merger, etc	153
SECTION 7.10.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	153
SECTION 7.11.	Eligibility; Disqualification	154
Article VIII           LEGAL DEFEASANCE AND COVENANT DEFEASANCE		154
SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	154
SECTION 8.02.	Legal Defeasance and Discharge	154

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SECTION 8.03.	Covenant Defeasance	155
SECTION 8.04.	Conditions to Legal or Covenant Defeasance	155
SECTION 8.05.	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	157
SECTION 8.06.	Repayment to Issuers	157
SECTION 8.07.	Reinstatement	158
Article IX           AMENDMENT, SUPPLEMENT AND WAIVER		158
SECTION 9.01.	Without Consent of Holders	158
SECTION 9.02.	With Consent of Holders	159
SECTION 9.03.	[Reserved]	161
SECTION 9.04.	Revocation and Effect of Consents	161
SECTION 9.05.	Notation on or Exchange of Notes	162
SECTION 9.06.	Trustee and Collateral Agent to Sign Amendments, etc	162
Article X           COLLATERAL AND SECURITY		162
SECTION 10.01.	Security Documents	162
SECTION 10.02.	New Subsidiary Guarantors; After-Acquired Property	164
SECTION 10.03.	Notes Authorized Representative; Collateral Agent	165
SECTION 10.04.	Release of Liens	167
SECTION 10.05.	Authorization of Actions to be Taken by the Trustee Under the Security Documents	168
SECTION 10.06.	Authorization of Receipt of Funds by the Notes Authorized Representative Under the Security Documents	169
SECTION 10.07.	Termination of Security Interest	169
SECTION 10.08.	Purchaser Protected	169
SECTION 10.09.	Powers Exercisable by Receiver or Trustee	169
Article XI           GUARANTEES		170
SECTION 11.01.	Guarantee	170
SECTION 11.02.	Limitation on Guarantor Liability	171
SECTION 11.03.	Execution and Delivery	172
SECTION 11.04.	Subrogation	172
SECTION 11.05.	Benefits Acknowledged	172
SECTION 11.06.	Release of Guarantees	172
Article XII           SATISFACTION AND DISCHARGE		173
SECTION 12.01.	Satisfaction and Discharge	173
SECTION 12.02.	Application of Trust Money	174
Article XIII           MISCELLANEOUS		175
SECTION 13.01.	[Reserved]	175
SECTION 13.02.	Notices	175
SECTION 13.03.	Communication with Holders of a Global Note	176
SECTION 13.04.	Certificate and Opinion as to Conditions Precedent	176
SECTION 13.05.	Statements Required in Certificate or Opinion	177
SECTION 13.06.	Rules by Trustee and Agents	177
SECTION 13.07.	No Personal Liability of Directors, Officers, Employees and Stockholders	177
SECTION 13.08.	Governing Law	177
SECTION 13.09.	Waiver of Jury Trial	177

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SECTION 13.10.	Force Majeure	178
SECTION 13.11.	No Adverse Interpretation of Other Agreements	178
SECTION 13.12.	Successors	178
SECTION 13.13.	Severability	178
SECTION 13.14.	Counterpart Originals	178
SECTION 13.15.	Table of Contents, Headings, etc	178
SECTION 13.16.	USA PATRIOT Act	179

EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Any Future Guarantors
Exhibit E	Form of Intercreditor Agreement

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INDENTURE, dated as of October 23, 2020, among (a) Chobani, LLC, a Delaware limited liability company as the Issuer (as defined herein), (b) Chobani Finance Corporation, Inc., a Delaware corporation, as the Co-Issuer (as defined herein), (c) Chobani Global Holdings, LLC, as the Parent Guarantor (as defined herein), (d) the Subsidiary Guarantors (as defined herein) and (e) Wells Fargo Bank, National Association, a national banking association, as Trustee and as Collateral Agent (each as defined herein).

W I T N E S S E T H

WHEREAS, the Issuers (as defined herein) have duly authorized the creation of an issue of $425,000,000 aggregate principal amount of the Issuers’ 4.625% Senior Secured Notes due 2028 (the “Notes”);

WHEREAS, the Issuers and the Guarantors (as defined herein) have duly authorized the execution and delivery of this Indenture (as defined herein);

NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating 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” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

“Additional Project Documents” means any credit, loan or finance agreement and any other document, agreement or instrument relating to Additional Project Indebtedness.

“Additional Project Indebtedness” means NMTC loans incurred by the Issuer at any time after the Issue Date.

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“Additional Project Property” means, any fixed assets which were acquired, renovated or improved with proceeds of Additional Project Indebtedness.

“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” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), 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.

“Agent” means any Registrar, co-registrar, Transfer Agent, Paying Agent or additional paying agent.

“Applicable Indebtedness” has the meaning assigned to it in the definition of “Weighted Average Life to Maturity.”

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.00% of the principal amount of such Note; and

(2) the excess, if any, of:

(a) the present value at such Redemption Date of (i) the redemption price of such Note at November 15, 2023 (as set forth in the table appearing in Section 3.07(f)), plus (ii) all required remaining scheduled interest payments due on such Note through November 15, 2023 (excluding accrued but unpaid interest to, but excluding, 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 then outstanding principal amount of such Note on such Redemption Date,

as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer will designate; provided that such calculation will not be the duty or obligation of the Trustee.

“Applicable Procedures” means, with respect to any selection of Notes or any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such selection, transfer or exchange.

“Applicable Tax Rate” means the highest combined effective U.S. federal, state, and local marginal rate of tax on income taxed as ordinary income or long-term capital gains, as the case may be, (taking into account any limitations on, or the availability of, deductions) applicable to an individual resident in New York, New York for such Tax Distribution Period.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets of the Issuer or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

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(2) the issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of (i) Cash Equivalents or Investment Grade Securities, (ii) obsolete, damaged or worn out property or assets in the ordinary course of business or consistent with industry practice or any disposition of inventory or goods (or other assets, including dairy products) held for sale or no longer used or useful in the ordinary course, (iii) assets no longer economically practicable or commercially reasonable to maintain (as determined in good faith by the management of the Issuer), (iv) dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered into in the ordinary course of business and (v) assets for purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Issuer and the Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course;

(b) the disposition of all or substantially all of the assets of the Issuer or a Restricted Subsidiary in a manner permitted pursuant to Section 5.01 (other than Sections 5.01(a)(2) and 5.01(b)(2)) or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) any disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 4.07 or any Permitted Investment or any acquisition otherwise permitted by this Indenture;

(d) any disposition of property or assets or issuance or sale of Equity Interests of any Restricted Subsidiary with an aggregate fair market value for any individual transaction or series of related transactions of less than $20.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) (i) the lease, assignment or sub-lease, license or sublicense of any real or personal property in the ordinary course of business or consistent with industry practice and (ii) the exercise of termination rights with respect to any lease, sub-lease, license or sublicense or other agreement;

(h) any issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary;

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(i) foreclosures, condemnation, expropriation, eminent domain or any similar action (including, for the avoidance of doubt, any casualty event) with respect to assets or the granting of Liens not prohibited by this Indenture;

(j) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility, sales of receivables in connection with Receivables Financing Transactions or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or consistent with industry practice or in bankruptcy or similar proceedings;

(k) any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including asset securitizations permitted by this Indenture;

(l) the sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or consistent with industry practice or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection thereof;

(m) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business or consistent with industry practice;

(n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business or consistent with industry practice;

(o) the unwinding of any Hedging Obligations;

(p) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(q) the lapse, abandonment or other disposition of intellectual property rights in the ordinary course of business or consistent with industry practice, which in the reasonable good faith determination of the Issuer are not material to the conduct of the business of the Issuer and the Restricted Subsidiaries taken as a whole;

(r) the granting of a Lien that is permitted under Section 4.12;

(s) the issuance of directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required by applicable law;

(t) the disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted under this Indenture, which assets are not used or useful in the principal business of the Issuer and the Restricted Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority or otherwise necessary or advisable in the good faith determination of the Issuer to consummate any acquisition permitted under this Indenture;

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(u) dispositions of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

(v) dispositions of property in connection with any Sale and Lease-Back Transaction; and

(w) the sales of property or assets for an aggregate fair market value not to exceed $30.0 million since the Issue Date.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Issuer.

“Broker-Dealer Regulated Subsidiary” means any Subsidiary of the Issuer that is registered as a broker-dealer under the Exchange Act or any other applicable laws requiring such registration.

“Business Day” means any day that is not a Legal Holiday.

“Calculation Date” means April 13, 2017.

“Capital Markets Indebtedness” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering registered under the Securities Act, (b) a private placement to institutional investors that is resold in accordance with Rule 144A or Regulation S under the Securities Act, whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the SEC or (c) a private placement to institutional investors. For the avoidance of doubt, the term “Capital Markets Indebtedness” does not include any Indebtedness under commercial bank facilities, Indebtedness incurred in connection with a Sale and Lease-Back Transaction, Indebtedness incurred in the ordinary course of business of the Issuer, Capitalized Lease Obligations or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering.”

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

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(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 or membership interests (whether general or limited); 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 or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Issue Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for purposes of this Indenture regardless of any change in GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and the Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and the Restricted Subsidiaries.

“Captive Insurance Subsidiary” means any Subsidiary of the Issuer that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Equivalents” means:

(1) dollars;

(2) in the case of any Foreign Subsidiary or any jurisdiction in which the Issuer or any Restricted Subsidiary conducts business, such local currencies held by it from time to time in the ordinary course of business;

(3) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 36 months or less from the date of acquisition;

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(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of three years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding three years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (7) and (8) below entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;

(6) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer) and in each case maturing within 36 months after the date of acquisition thereof;

(7) marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer);

(8) securities issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having maturities of not more than 36 months from the date of acquisition thereof;

(9) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer) with maturities of 36 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer) with maturities of 36 months or less from the date of acquisition;

(11) Investments with average maturities of 36 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Issuer);

(12) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (11) above; and

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(13) solely with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make in accordance with applicable law.

In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents will also include (i) investments of the type and maturity described in clauses (1) through (13) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2) above; provided that such amounts, except amounts used to pay non-Dollar denominated obligations of the Issuer or any Restricted Subsidiary in the ordinary course of business, are converted into any currency listed in clause (1) or (2) above as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts.

“Cash Management Agreement” means any agreement entered into from time to time by the Issuer or any Restricted Subsidiary in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearing house services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Obligations” means Obligations in connection with, or in respect of, Cash Management Services.

“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automatic clearing house fund transfer services, return items and interstate depository network services), (c) foreign exchange, netting and currency management services and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash Management Agreements.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code and any subsidiary thereof.

“CFC Holdco” means a Domestic Subsidiary substantially all of whose assets consists (directly or indirectly through one or more disregarded entities) of the Equity Interests or indebtedness of one or more Subsidiaries that are CFCs.

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation, amalgamation or business combination) of all or substantially all of the assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person other than one or more Permitted Holders;

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(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) (a) any Person (other than a Permitted Holder) or (b) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Equity Interests of the Parent Guarantor representing more than fifty percent (50.00%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent Guarantor (it being understood and agreed that for purposes of measuring beneficial ownership held by any Person that is not a Permitted Holder, Equity Interests held by any Permitted Holder will be excluded), unless the Permitted Holders have, at such time, directly or indirectly, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the board of directors of the Parent Guarantor; or

(3) Parent Guarantor ceases to own, directly or indirectly, 100% of the Capital Stock of the Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme and its successors.

“Co-Issuer” means Chobani Finance Corporation, Inc., a Delaware corporation and a Wholly-Owned Subsidiary of the Issuer.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all the tangible and intangible assets of the Issuers and each Guarantor, other than Excluded Assets.

“Collateral Agent” means Wells Fargo Bank, National Association, a national banking association, or its successors or assigns, as collateral agent for the Secured Parties under this Indenture and the Security Documents.

“consolidated” means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person, provided that with respect to any Person who is the Parent Guarantor, the term “consolidated” refers to the Parent Guarantor consolidated with the Issuers and the Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and the Restricted Subsidiaries, including, the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and the amortization of Capitalized Software Expenditures of such Person and the Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

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“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and the Restricted Subsidiaries for such period:

(1) increased (without duplication) by the following, in each case (other than clauses (h), (l) and (m)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(a) total interest expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations or such derivative instruments; plus

(b) provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar taxes, property taxes and similar taxes, and foreign withholding taxes paid or accrued during such period (including any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to the definition of “Consolidated Net Income,” and any payments to a Parent Company in respect of such taxes permitted to be made under this Indenture; plus

(c) Consolidated Depreciation and Amortization Expense for such period; plus

(d) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Issuer may determine not to add back such non-cash charge in the current period and (ii) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement of deferred compensation balances awarded prior to the Issue Date, in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(e) minority interest expense, the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned Restricted Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

(f) the amount of payments made to optionholders of such Person or any Parent Company in connection with, or as a result of, any distribution being made to equityholders of such Person or its Parent Company, which payments are being made to compensate such optionholders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Indenture; plus

(g) the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus

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(h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(i) any costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

(j) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits, and any other items of a similar nature, plus

(k) accruals, payments, fees, costs, charges and expenses with respect to any transaction not prohibited by this Indenture, including, without limitation, permitted Asset Sale, acquisitions, Investments, issuance of Equity Interests (including any initial public offering of the common equity of the Parent Guarantor or the Issuer) or Indebtedness and refinancings, amendments or waivers in respect of this Indenture or any Credit Facility (and any refinancing thereof), in each case whether or not consummated; plus

(l) the amount of “run rate” cost savings, synergies and operating expense reductions related to mergers and other business combinations, acquisitions, divestitures, dispositions or other specified transactions, restructurings, cost savings initiatives or other initiatives (including, for the avoidance of doubt, acquisitions occurring prior to the Issue Date) that are projected by the Issuer in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good-faith determination of the Issuer) within 24 months after such merger or other business combination, acquisition, divestiture, disposition or other specified transaction, restructuring, cost savings initiative or other initiative is consummated (or undertaken or implemented prior to consummation of the acquisition or other applicable transaction) (which cost savings, synergies or operating expense reductions shall be calculated on a pro forma basis as though such cost savings, synergies or operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized from such actions during such period (it being understood and agreed that “run rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken, whether prior to or following the Issue Date) (which adjustments may be incremental to (but not duplicative of) any pro forma cost savings, synergies or operating expense reduction adjustments as are appropriate and consistent with the pro forma provisions set forth in the definition of Fixed Charge Coverage Ratio); provided that such cost savings, synergies and operating expenses are reasonably identifiable and factually supportable; plus

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(m) the amount of any charge that is reimbursable by any third party pursuant to indemnification or expense reimbursement provisions or similar agreements or insurance, in each case (i) to the extent actually reimbursed or (ii) at the Issuer’s option, at the time such charge is taken, so long as the Issuer in good faith expects to receive reimbursement for such fees and/or charges within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, to the extent previously added back to Consolidated Net Income in determining Consolidated EBITDA for a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated EBITDA for such period); plus

(n) any payments in the nature of compensation or expense reimbursement made to independent board members; plus

(o) any charge attributable to the undertaking and/or implementation of restructurings (including any tax restructurings), cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies (including, without limitation, in connection with any integration or transition, any curtailment, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility opening and/or pre-opening, any facility realignment, any inventory optimization program and/or any curtailment), any business optimization charge, any charge relating to the closure or consolidation of any facility (including but not limited to severance, rent termination costs, moving costs and legal costs), losses associated with discontinued products, any systems implementation charge, any charge relating to sign-up bonuses or other payments, any charge relating to severance payments, any charge relating to any strategic initiative, any consulting charge, any signing charge, any recruiting charge, any retention or completion bonus, any expansion and/or relocation charge; plus

(p) charges attributable to, and payments of, legal settlements, fines, judgments or orders and related legal costs and expenses; plus

(q) earnout obligation expense incurred in connection with any acquisition or other Investment (including any acquisition or other investment consummated prior to the Issue Date) to the extent paid or payable during the applicable period; plus

(r) to the extent not otherwise included in Consolidated Net Income, proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace, (i) to the extent actually received or, (ii) at the Issuer’s option, during such applicable period, so long as the Issuer in good faith expects to receive such proceeds within the next four fiscal quarters (it being understood that to the extent not actually received within such four fiscal quarters, to the extent previously added back to Consolidated Net Income in determining Consolidated EBITDA for a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated EBITDA for such period); plus

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(s) any losses relating to entry into a new product category incurred during the first 9 months after such product category is introduced to the market; provided that the aggregate amount added back pursuant to this clause (s) for any period shall not exceed 10.00% of Consolidated EBITDA of the Parent Guarantor for such period (before giving effect to such adjustments); plus

(t) any loss from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of); plus

(u) adjustments included in “Adjusted EBITDA” as set forth in the section of the Offering Memorandum entitled “Summary Historical Financial Data of the Company”; plus

(v) all charges from disposed, abandoned, divested and/or discontinued assets, properties or operations and/or discontinued operations (other than, at the option of the Issuer, assets or properties pending the divestiture or termination thereof); plus

(w) effects of adjustments related to purchase accounting; and

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition),

(b) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-Wholly-Owned Restricted Subsidiary added to (and not deducted from) Consolidated Net Income in such period, and

(c) any net income from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of).

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) cash interest expense (including that attributable to Capitalized Lease Obligations), net of cash interest income, with respect to Indebtedness of such Person and the Restricted Subsidiaries for such period, other than Non-Recourse Indebtedness, including commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash costs under hedging agreements (other than in connection with the early termination thereof); plus

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(2) non-cash interest expense resulting solely from (a) the amortization of original issue discount from the issuance of Indebtedness of such Person and the Restricted Subsidiaries at less than par (excluding the Notes and any Indebtedness borrowed under the Senior Credit Facilities in connection with the Transactions and any Non-Recourse Indebtedness), plus (b) pay-in-kind interest expense of such Person and the Restricted Subsidiaries payable pursuant to the terms of the agreements governing Indebtedness for borrowed money,

excluding, in each case, (i) amortization of deferred financing costs, debt issuance costs, commissions, fees and expenses and any other amounts of non-cash interest other than referred to in clauses (2)(a) and (2)(b) above (including as a result of the effects of acquisition method accounting or pushdown accounting), (ii) interest expense attributable to the movement of the mark-to-market valuation of obligations under Hedging Obligations or other derivative instruments, including pursuant to FASB Accounting Standards Codification Topic 815— Derivatives and Hedging, (iii) costs associated with incurring or terminating Hedging Obligations and cash costs associated with breakage in respect of hedging agreements for interest rates, (iv) commissions, discounts, yield, make-whole premium and other fees and charges (including any interest expense) incurred in connection with any Non-Recourse Indebtedness, (v) “additional interest” owing pursuant to a registration rights agreement with respect to any securities, (vi) any payments with respect to make-whole premiums or other breakage costs of any Indebtedness, including any Indebtedness issued in connection with the Transactions, (vii) penalties and interest relating to taxes, (viii) accretion or accrual of discounted liabilities not constituting Indebtedness, (ix) interest expense attributable to a Parent Company resulting from push-down accounting, (x) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting, (xi) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential), with respect thereto in connection with the Transactions, any acquisition or Investment and (xii) annual agency fees paid to the administrative agents and collateral agents (including any security or collateral trust arrangements related thereto) under any Credit Facilities, including the Senior Credit Facilities and the Notes.

For purposes of this definition, interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication,

(1) extraordinary, non-recurring or unusual gains, losses, fees, costs, charges or expenses (including relating to any strategic initiatives and accruals and reserves in connection with such gains, losses, charges or expenses);

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;

(3) Transaction Expenses;

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(4) any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary or of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that the Consolidated Net Income of a Person will be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period;

(6) the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, 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 distributions has been legally waived (or the Issuer reasonably believes such restriction could be waived and is using commercially reasonable efforts to pursue such waiver); provided that Consolidated Net Income of a Person will be increased by the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents), or the amount that could have been paid in cash or Cash Equivalents without violating any such restriction or requiring any such approval, to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and the Restricted Subsidiaries) related to the application of recapitalization accounting (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items);

(8) income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments;

(9) any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(10) (a) any equity based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration or payout of, Equity Interests by management of such Person or of a Restricted Subsidiary or any Parent Company, (b) non-cash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees, and (c) any income (loss) attributable to deferred compensation plans or trusts;

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(11) accruals and reserves that are established or adjusted in connection with an Investment or an acquisition that are required to be established or adjusted as a result of such Investment or such acquisition, in each case in accordance with GAAP;

(12) any expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Indenture;

(13) any non-cash gain (loss) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments;

(14) any net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (a) Hedging Obligations for currency exchange risk and (b) resulting from intercompany indebtedness) and any other foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

(15) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation;

(16) any non-cash rent expense;

(17) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures; and

(18) earnout and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments.

Notwithstanding the foregoing, for the purpose of Section 4.07 only (other than Section 4.07(a)(3)(D)), there will be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by such Person and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from such Person and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by such Person or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any dividend or distribution from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 4.07(a)(3)(D).

“Consolidated Secured Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments,” the aggregate principal amount of Indebtedness of the Parent Guarantor and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness, in each case secured by a lien; provided that Consolidated Secured Debt will not include Non-Recourse

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Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within 3 Business Days and (2) Hedging Obligations. 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. For the avoidance of doubt, Consolidated Secured Debt shall not include any obligations under Project Indebtedness or Additional Project Indebtedness.

“Consolidated Total Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments,” the aggregate principal amount of Indebtedness of the Parent Guarantor and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and purchase money Indebtedness; provided that Consolidated Total Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (1) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (2) Hedging Obligations. 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. For the avoidance of doubt, Consolidated Total Debt shall not include any obligations under Project Indebtedness or Additional Project Indebtedness.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other monetary obligations that do not constitute Indebtedness (“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:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) 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 against loss in respect thereof.

“Controlled Investment Affiliate” means, as to any Person, any other Person, other than the Sponsor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies.

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“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Credit Facilities” means, with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities, including the Senior Credit Facilities or other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans, note issuances, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and other agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement, extend, renew, restate, amend, modify or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such exchange, replacement, refunding, supplemental, extended, renewed, restated, amended, modified or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof (provided that such increase in borrowings or issuances is permitted under Section 4.09 or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Credit Facility Agent” has the meaning given to such term in the Intercreditor Agreement.

“Custodian” means the Trustee, as custodian with respect to the Notes, each in global form, or any successor entity thereto.

“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 Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) 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 Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, any Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale 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 or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of, or collection or payment on, such Designated Non-Cash Consideration.

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“Designated Preferred Stock” means Preferred Stock of the Issuer, any Restricted Subsidiary thereof or any Parent Company (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate on or promptly after the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 4.07(a)(3).

“Designated Revolving Commitments” means any commitments to make loans or extend credit on a revolving basis to the Issuer or any Restricted Subsidiary by any Person other than the Issuer or any Restricted Subsidiary that have been designated in an Officer’s Certificate delivered to the Trustee as “Designated Revolving Commitments” until such time as the Issuer subsequently delivers an Officer’s Certificate to the Trustee to the effect that such commitments will no longer constitute “Designated Revolving Commitments”; provided that during such time, such Designated Revolving Commitments will be deemed an incurrence of Indebtedness on such date and will be deemed outstanding for purposes of calculating the Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio, Secured Net Leverage Ratio and the availability of any baskets hereunder.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the maturity date of the Notes; provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer or its Subsidiaries or any Parent Company or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), such Capital Stock will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided, further that any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries, any Parent Company, or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability. For the purposes hereof, the aggregate principal amount of Disqualified Stock will be deemed to be equal to the greater of its voluntary or involuntary liquidation preference and maximum fixed repurchase price, determined on a consolidated basis in accordance with GAAP, and the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed

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repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which the Consolidated Total Debt or Consolidated Secured Debt, as applicable, will be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Issuer.

“Domestic Subsidiary” means any direct or indirect Subsidiary that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Equity Interests” means, with respect to any Person, the Capital Stock (including profits interests) of such Person and all warrants, options or other rights to acquire Capital Stock (including profits interests) of such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock (including profits interests) of such Person.

“Equity Offering” means any public or private sale of common equity or Preferred Stock of the Issuer or any Parent Company (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any Parent Company’s common equity registered on Form S-4 or Form S-8;

(2) issuances to any Restricted Subsidiary; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and its successors.

“Estimated Tax Period” means (i) January, February, and March, (ii) April and May, (iii) June, July, and August and (iv) September, October, November, and December of each calendar year.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Assets” means:

(1) any fee-owned real property (other than Material Real Property) and any leasehold interest in real property (other than any real property designated as a Mortgaged Property under the Senior Credit Facilities);

(2) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by a UCC filing;

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(3) all commercial tort claims that are not expected to result in a judgment or settlement payment in excess of $5.0 million (as determined by the Issuers in good faith);

(4) any governmental or regulatory licenses, authorizations, certificates, charters, franchises, approvals and consents (whether federal, state, provincial or otherwise) to the extent a security interest therein is prohibited or restricted thereby or requires any consent or authorization from a Governmental Authority not obtained (without any requirement to obtain such consent or authorization) other than to the extent such prohibition or restriction is ineffective under the UCC or other applicable Law notwithstanding such prohibition;

(5) assets to the extent the pledge thereof or grant of security interests therein (x) is prohibited or restricted by any applicable Law, rule or regulation (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition), (y) would cause the destruction, invalidation or abandonment of such asset under applicable Law (solely with respect to any intellectual property), or (z) requires any consent, approval, license or other authorization of any third party (provided that such requirement existed on the Issue Date or at the time of the acquisition of such asset and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or Governmental Authority not obtained (without any requirement to obtain such consent, approval, license or other authorization), other than to the extent such prohibition or restriction is ineffective under the UCC or other applicable Law;

(6) margin stock and Equity Interests in any Person other than wholly owned Restricted Subsidiaries;

(7) Equity Interests in Immaterial Subsidiaries and Excluded Subsidiaries (other than (A) first tier Foreign Subsidiaries and, (B) first tier CFC Holdcos that are Restricted Subsidiaries, and (C) first tier Disregarded Entities); provided that in the case of any first tier Foreign Subsidiary, first tier CFC Holdco, or first tier Disregarded Entity, the pledge of the Equity Interests of such Subsidiary shall be subject to clauses (h) and (i) below);

(8) Equity Interests in excess of 65% of the total issued and outstanding Equity Interests that are Voting Stock of a Foreign Subsidiary, Disregarded Entity, or CFC Holdco;

(9) Equity Interests in excess of 65% of the total issued and outstanding Equity Interests that are not Voting Stock of a Foreign Subsidiary, Disregarded Entity, or CFC Holdco;

(10) any lease, license or agreement (not otherwise subject to clause (iv) above) or any property that is subject to a purchase money security interest or similar arrangement, in each case permitted by the Indenture, to the extent that a grant of a security interest therein (x) would violate or invalidate such lease, license or agreement or purchase money security interest or similar arrangement or create a right of termination in favor of any other party thereto (other than the Issuers, any Guarantor or any of their respective Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law or (y) would require governmental or regulatory approval, consent or authorization not obtained (without any requirement to obtain such approval, consent or authorization), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition);

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(11) letter of credit rights, except to the extent the security interest therein is accomplished by the filing of a UCC financing statement;

(12) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable law;

(13) debt of any CFC or CFC Holdco owing to the Issuers or any Guarantor;

(14) any assets to the extent a security interest in such assets or perfection thereof would result in material adverse tax consequences to any Issuer, any Parent Company or any Restricted Subsidiary as reasonably determined by the Issuers in good faith; provided such assets are also excluded assets and not pledged to secure the Senior Credit Facilities;

(15) any assets located in or governed by any non-U.S. jurisdiction or agreement (other than (x) stock certificates and intercompany debt (except as described in clause (m) above) otherwise required to be pledged pursuant to the Security Documents and (y) assets with respect to which a security interest can be perfected by the filing of a UCC financing statement), including any intellectual property located in a non-U.S. jurisdiction;

(16) any property of any Excluded Subsidiary; and

(17) assets where the burden or cost (including any adverse tax consequences) of obtaining a security interest therein or perfection thereof exceeds the practical benefit to the Collateral Agent and the Holders afforded thereby as reasonably determined by the Issuers in good faith; provided such assets are also excluded assets and not pledged to secure the Senior Credit Facilities;

provided, that “Excluded Assets” shall not include any proceeds of any “Excluded Assets” referred to in clauses (1) through (17) above, unless such proceeds would constitute “Excluded Assets” referred to in clauses (1) through (17) above or as may be otherwise provided in the Security Documents.

“Excluded Contribution” means net cash proceeds, the fair market value of marketable securities or the fair market value of Qualified Proceeds received after the Calculation Date by the Issuer from:

(1) contributions to its common equity capital;

(2) dividends, distributions, fees and other payments from any joint ventures that are not Restricted Subsidiaries; and

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(3) the sale (other than to a Restricted Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer;

in each case following the Issue Date, designated as Excluded Contributions pursuant to an Officer’s Certificate or that are excluded from the calculation set forth in Section 4.07(a)(3).

“Excluded Subsidiary” means (1) any Subsidiary that is not a direct Wholly-Owned Subsidiary of the Issuer or a Guarantor, (2) any Subsidiary of the Parent Guarantor that is not a Domestic Subsidiary, (3) any CFC Holdco, (4) any Domestic Subsidiary that is a Subsidiary of any (i) CFC or (ii) CFC Holdco, (5) any Subsidiary, including any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions, that is prohibited or restricted by applicable law or by contractual obligation (including in respect of assumed Indebtedness permitted hereunder) existing on the Issue Date (or, with respect to any Subsidiary acquired by the Issuer or a Restricted Subsidiary after the Issue Date (and so long as such contractual obligation was not incurred in contemplation of such acquisition), on the date such Subsidiary is so acquired) from providing a Guarantee (including any Broker-Dealer Regulated Subsidiary), or if such Guarantee would require governmental (including regulatory) or third party (other than the Issuer, the Co-Issuer or any Guarantor or their respective Subsidiaries) consent, approval, license or authorization, (6) any special purpose vehicle (or similar entity) or any Securitization Subsidiary, (7) any Captive Insurance Subsidiary, (8) any not-for-profit Subsidiary, (9) any Subsidiary that is not a Significant Subsidiary, (10) any other Subsidiary with respect to which, in the reasonable judgment of the Issuer, the burden or cost (including any adverse tax consequences) of providing the Guarantee will outweigh the benefits to be obtained by the Holders therefrom and (11) each Unrestricted Subsidiary; provided that any such Subsidiary that is an Excluded Subsidiary pursuant to clause (9) or (10) above will cease to be an Excluded Subsidiary at any time such Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or the Co-Issuer or any other Guarantor.

“Existing Notes” means the Issuers’ $530 million aggregate principal amount of 7.500% Senior Notes due 2025.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith.

“Financial Officer” means the chief financial officer, accounting officer, treasurer, controller or other senior financial or accounting officer of the Issuer, as appropriate.

“First-Priority Obligations” has the meaning given to such term in the Intercreditor Agreement.

“First-Priority Secured Parties” has the meaning given to such term in the Intercreditor Agreement.

“Fixed Charge Coverage Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated EBITDA of the Parent Guarantor for such Test Period to (2) the Fixed Charges of the Parent Guarantor for such Test Period.

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In the event that the Parent Guarantor, the Issuer 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 or line of credit unless such Indebtedness has been permanently repaid and not replaced) or issues, repurchases or redeems Disqualified Stock or Preferred Stock or establishes or eliminates any Designated Revolving Commitments, in each case, subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness or such issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the most recently ended Test Period (and (i) for the purposes of the numerator of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio and the Secured Net Leverage Ratio, as if the same had occurred on the last day of the most recently ended Test Period and (ii) for all purposes, as if Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred thereunder throughout such period); provided, however, that at the election of the Issuer, the pro forma calculation will not give effect to any Indebtedness incurred or Disqualified Stock or Preferred Stock issued on such determination date pursuant to Section 4.09(b) (other than Sections 4.09(b)(1)(b) and (14)).

For purposes of making the computation referred to above, any Specified Transaction that has been consummated by the Issuer or any Restricted Subsidiary during any Test Period or subsequent to such Test Period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date will be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any Restricted Subsidiary since the beginning of such Test Period will have made any Specified Transaction that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect thereto for such Test Period as if such Specified Transaction had occurred at the beginning of the most recently ended Test Period.

For purposes of this definition, whenever pro forma effect is to be given to any Specified Transaction (including the Transactions), the pro forma calculations will be made in good faith by a Financial Officer of the Issuer and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Issuer in good faith to result from or relating to any Specified Transaction (including the Transactions and, for the avoidance of doubt, acquisitions occurring prior to the Issue Date) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Issuer) no later than twenty-four (24) months after the date of any such Specified Transaction (in each case as though such cost savings, operating expense reductions and synergies had been realized on the first day of the applicable period and as if such cost savings, operating expense reductions and synergies were realized for the entirety of such period). For the purposes of this Indenture, “run-rate” means the full recurring benefit for a period that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions.

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If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness will be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, will be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

“Fixed Charge Coverage Ratio Calculation Date” has the meaning assigned to it in the definition of “Fixed Charge Coverage Ratio.”

“Fixed Charge Coverage Test” has the meaning assigned to it in the definition of “Unrestricted Subsidiary.”

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect on the Calculation Date. At any time after the Calculation Date, the Parent Guarantor may elect to apply IFRS accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP will thereafter be construed to mean IFRS (except as otherwise provided in this Indenture); provided that any such election, once made, will be irrevocable; provided, further that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Parent Guarantor’s election to apply IFRS will remain as previously calculated or determined in accordance with GAAP. The Parent Guarantor will give notice of any such election made in accordance with this definition to the Trustee. Notwithstanding any other provision contained herein, (i) the amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations and Attributable Indebtedness shall be determined in accordance with the definition of Capitalized Lease Obligations and Attributable Indebtedness, respectively and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Issuer, Co-Issuer or any of the Issuer’s Subsidiaries at “fair value,” as defined therein.

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“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Sections 2.01, 2.06(b) or 2.06(d) hereof.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local, or otherwise, 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 (including any supra-national bodies such as the European Union or the European Central Bank).

“Government Securities” means securities that are:

(1) direct obligations of the United States 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 the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States,

that, in either case, are not callable or redeemable at the option of the issuers thereof, and will 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.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture and the Notes.

“Guarantor” means the Parent Guarantor and each Restricted Subsidiary of the Parent Guarantor (other than the Issuer and the Co-Issuer), if any, that Guarantees the Notes in accordance with the terms of this Indenture (excluding any Parent Company (other than Parent Guarantor) that guarantees the Notes); provided that in no event shall an Excluded Subsidiary be a Guarantor (other than in accordance with the proviso that is contained in the definition of Excluded Subsidiary).

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“Hedge Agreement” means (i) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement and (ii) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“Holder,” at any time, means the Person in whose name a Note is registered on the Registrar’s books at such time.

“IFRS” means the international financial reporting standards and interpretations issued by the International Accounting Standards Board or any successor thereto (or the Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of Certified Public Accountants or any successor to either such Board, or the SEC, as the case may be), as in effect from time to time.

“Immaterial Subsidiary” means any Restricted Subsidiary that is not a Material Subsidiary.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including, in each case, adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Amounts” has the meaning assigned to it in the definition of “Refinancing Indebtedness.”

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

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(c) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or consistent with industry practice, (ii) any earn-out obligations until such obligation is reflected as a liability on the balance sheet (excluding any footnotes thereto) of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or

(d) representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any Parent Company appearing upon the balance sheet of the Issuer solely by reason of push-down accounting under GAAP will be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of this definition of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of this definition of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person;

provided that notwithstanding the foregoing, Indebtedness will be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or consistent with industry practice, (b) reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under commercial letters of credit will be counted as Indebtedness three (3) Business Days after such amount is drawn), (c) obligations under or in respect of Qualified Securitization Facilities, (d) accrued expenses, (e) deferred or prepaid revenues and (f) asset retirement obligations and obligations in respect of reclamation and workers compensation (including pensions and retiree medical care); provided, further that Indebtedness will be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time.

“Independent Assets or Operations” means, with respect to any Parent Company, that Parent Company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent Company, is more than 3.00% of such Parent Company’s corresponding consolidated amount.

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“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the initial $425,000,000 aggregate principal amount of Notes issued under this Indenture on the Issue Date.

“Initial Purchasers” means BofA Securities, Inc., J.P. Morgan Securities LLC, TD Securities (USA) LLC and KeyBanc Capital Markets Inc.

“Intercreditor Agreement” means that certain First Lien/First Lien Intercreditor Agreement dated as of the date hereof, by and between Bank of America, N.A., in its capacity as collateral agent under the Credit Agreement, and Wells Fargo Bank, National Association, in its capacity as the Collateral Agent, substantially in the form of Exhibit E hereto.

“Intercreditor Agreements” means the Intercreditor Agreement and any Junior Lien Intercreditor Agreement(s) that may be executed from time to time.

“Interest Payment Date” means May 15 and November 15 of each year to stated maturity, beginning May 15, 2021.

“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 selected by the Issuer.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3) investments in any fund that invests substantially all of its assets in investments of the type described in clauses (1) and (2) of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

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“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice) or purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person. For purposes of the definitions of “Permitted Investments” and “Unrestricted Subsidiary” and Section 4.07:

(1) “Investments” will include the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation; minus

(b) the portion (proportionate to the Issuer’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer.

The amount of any Investment outstanding at any time will be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in respect of such Investment.

“Issue Date” means October 23, 2020.

“Issuer” means Chobani, LLC and its successors.

“Issuers” means the Issuer and the Co-Issuer, collectively.

“Issuers’ Order” means a written request or order signed on behalf of the Issuers by an Officer of each Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the applicable Issuer, and delivered to the Trustee.

“Junior Lien Intercreditor Agreement” means to the extent executed in connection with the incurrence of other Indebtedness secured by Liens on the Collateral that are intended to rank junior in priority to the Liens on the Collateral securing the Notes and Guarantees, a customary intercreditor agreement pursuant to which an authorized representative of the holders of such Indebtedness shall agree with the representatives of the Notes and the Guarantees and other Pari Passu Indebtedness that the Liens securing such Indebtedness are subordinated to the Liens securing Obligations under the Notes and the Guarantees.

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“Laws” means, collectively, all international, foreign, federal, state and local laws (including common law), statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, 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; provided that in no event will an operating lease be deemed to constitute a Lien.

“Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the Issuer or the applicable Parent Company, as applicable, on the date of the declaration of a Restricted Payment permitted pursuant to Section 4.07(b)(8) multiplied by (ii) the arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Real Property” means any fee-owned real property located in the United States and owned by any of the Issuers or Guarantors with a fair market value in excess of $10.0 million (i) on the Issue Date (if owned by any of the Issuers or Guarantors on the Issue Date), (ii) at the time of acquisition (if acquired by any of the Issuers or Guarantors after the Issue Date) or (iii) at the date any Material Subsidiary becomes a Guarantor pursuant to the Indenture; provided that for the avoidance of doubt, Material Real Property will not include the Norwich Real Property or any Excluded Assets.

“Material Subsidiary” means, as of the Issue Date and thereafter at any date of determination, each Restricted Subsidiary (a) whose Total Assets at the last day of the most recent Test Period (when taken together with the Total Assets of the Restricted Subsidiaries of such Subsidiary at the last day of the most recent Test Period) were equal to or greater than 2.5% of Total Assets of the Parent Guarantor and the other Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period (when taken together with the gross revenues of the Restricted Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 2.5% of the consolidated gross revenues of the Issuer and the other Restricted Subsidiaries for such Test Period, in each case determined in accordance with GAAP; provided that if at any time and from time to time after the date which is forty five (45) days after the Issue Date (or such longer period as the administrative agent under the Senior Credit Facilities may agree in its reasonable discretion), Domestic Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the preceding clause (a) or (b), when combined with Foreign Subsidiaries and CFC Holdcos the equity interests of which are Excluded Assets solely because they do not meet the thresholds set forth in the preceding clause (a) or (b), represent in the aggregate more than (when taken together with the Total Assets of the Restricted Subsidiaries of such Subsidiaries at the last day of the most recent Test Period) 5.0% of Total Assets of the Parent Guarantor and the other Restricted Subsidiaries as of the last day of the most recent Test

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Period or more than (when taken together with the gross revenues of the Restricted Subsidiaries of such Subsidiaries for such Test Period) 5.0% of the consolidated gross revenues of the Parent Guarantor and the other Restricted Subsidiaries for such Test Period, then the Issuer shall, not later than forty-five (45) days after the date by which financial statements for such Test Period were required to be delivered pursuant to the Indenture (or such longer period as the administrative agent under the Senior Credit Facilities may agree in its reasonable discretion), (i) designate in writing to the Trustee one or more Restricted Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the covenant under Section 10.02 with respect to any such Subsidiaries (to the extent applicable).

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Mortgage” means a deed of trust, trust deeds, hypothec, deed to secure debt or mortgage made by the Issuer or any Restricted Subsidiary in favor or for the benefit of the Collateral Agent for the benefit of the Secured Parties (or Credit Facility Agent or a third party mortgage collateral agent for the benefit of the First-Priority Secured Parties) in form and substance reasonably satisfactory to the Collateral Agent (it being understood that any Mortgage that is in form and substance satisfactory to the Credit Facility Agent shall be deemed satisfactory to the Collateral Agent), including such modifications as may be required by local law.

“Mortgaged Property” has the meaning given to such term in the Senior Credit Facilities.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash and Cash Equivalents received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale, including any cash and Cash Equivalents received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the costs relating to such Asset Sale and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, brokerage and sales commissions, title insurance premiums, related search and recording charges, survey costs and mortgage recording tax paid in connection therewith, all dividends, distributions or other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of any such Asset Sale by a Restricted Subsidiary, the amount of any purchase price or similar adjustment claimed by any Person to be owed by the Issuer or any Restricted Subsidiary, until such time as such claim will have been settled or otherwise finally resolved, or paid or payable by the Issuer or any Restricted Subsidiary, in either case in respect of such Asset Sale, any relocation expenses incurred as a result thereof, costs and expenses in connection with unwinding any Hedging Obligation in connection therewith, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Indenture, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) or amounts required to be applied to the repayments of Indebtedness secured by a Lien on such assets and required (other than required by Section 4.10(b)(1)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any Restricted Subsidiary as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

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“NMTC” means the New Markets Tax Credit Program administered by the Community Development Financial Institutions Fund under the U.S. Treasury Department.

“Non-Recourse Indebtedness” means Indebtedness that is non-recourse to the Issuer and the Restricted Subsidiaries.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Norwich Real Property” means the following real property owned by any of the Issuers or Guarantors in the State of New York: 147 State Highway 320, Norwich, New York, Tax Parcel ID numbers 123.-1-46.1, 123.11-1-64.3 and 110.-1-97.

“Notes” has the meaning assigned to it in the recitals to this Indenture. Except as otherwise provided in this Indenture, the Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“Notes Authorized Representative” means the Trustee.

“Obligations” means any principal, interest (including any interest accruing on or 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 is an allowed claim under applicable state, federal or foreign law), premium, 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, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated October 19, 2020, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer or any Person. Unless otherwise indicated, Officer shall refer to an officer of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in this Indenture and delivered to the Trustee, provided, however, that if no particular Person is referenced, an Officer’s Certificate shall be deemed to be an Officer’s Certificate of the Issuer.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. Counsel may be an employee of or counsel to the Issuer or the Parent Guarantor.

“ordinary course of business” means activity conducted in the ordinary course of business of the Issuer and any Restricted Subsidiary.

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“Parent Company” means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of the Issuer.

“Parent Guarantor” means Chobani Global Holdings, LLC and any Successor Person in respect thereof.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received in connection with a Permitted Asset Swap that constitutes an Asset Sale must be applied in accordance with Section 4.10.

“Permitted Holder” means (1) (i) Hamdi Ulukaya and (a) his estate, executor, administrator, testamentary trustee, legatee or beneficiaries, (b) his spouse, parents, siblings, members of his immediate family (including adopted children and step-children) and/or direct lineal descendants, (c) a trust, the beneficiaries of which, or a corporation, limited liability company or partnership, the stockholders, members or partners of which, including only Hamdi Ulukaya and his spouse, parents, siblings, members of his immediate family (including adopted children and step-children) and/or other direct lineal descendants, (d) the Chobani Foundation and (e) the Tent Foundation, (ii) the Sponsor and (iii) and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) of which any of the Persons described in the foregoing clauses (i) and (ii) are members; provided that in the case of such group and without giving effect to the existence of such group or any other group, such Persons, collectively, have directly or indirectly, beneficial ownership of more than 50.00% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Parent Guarantor or any Permitted Parent and (2) any Person acting in the capacity of an underwriter (solely to the extent that and for so long as such Person is acting in such capacity) in connection with a public or private offering of Capital Stock of the Parent Guarantor or any Parent Company. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which any required Change of Control Offer is made in accordance with the requirements of this Indenture (or would have required a Change of Control Offer in the absence of the waiver of such requirement by Holders in accordance with the provisions of this Indenture) will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Incremental Amount” means such amount of Indebtedness equal to the greater of (i) the Permitted Incremental Starter Amount, or (ii) an amount that would not result in the Parent Guarantor’s Senior Secured Net Leverage Ratio exceeding 4.00 to 1.00 for the Parent Guarantor’s most recently ended Test Period (or in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of the Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this sentence) determined on a pro forma basis, including a pro forma application of the net proceeds therefrom, as if the additional Indebtedness had been incurred and the application of proceeds occurred on the last day of such Test Period (provided that for purposes of determining the amount that may be incurred under this definition, (I) all Indebtedness then being incurred pursuant to this definition on such date in reliance on this definition shall be deemed to be included as Consolidated Secured Debt in clause (a) of the

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definition of “Senior Secured Net Leverage Ratio” and (II) any cash proceeds of any new Indebtedness then being incurred shall not be netted from the numerator in the Senior Secured Net Leverage Ratio for purposes of calculating the Senior Secured Net Leverage Ratio under this definition for purposes of determining whether such Indebtedness can be incurred).

“Permitted Incremental Starter Amount” means $90.0 million; provided, that from and after the first date (an “Incremental Starter Step-Up Date”) on which the Parent Guarantor’s Total Net Leverage Ratio for the Parent Guarantor’s most recently ended Test Period is within one of the levels set forth below, the Permitted Incremental Starter Amount shall immediately and automatically be increased to the dollar amount set forth opposite such higher incremental starter step-up level below (the “Incremental Starter Step-Up Level”); provided, further, that, for the avoidance of doubt, in no event shall the Permitted Incremental Starter Amount be decreased after any Incremental Starter Step-Up Date.

Incremental Starter Step-Up Level	Total Net Leverage Ratio		Starter Amount
1		<6.50:1.00 and >6.25:1.00	$	135.0 million
2		<6.25:1.00	$	180.0 million

“Permitted Investments” means:

(1) any Investment in the Issuer or any Restricted Subsidiary (including guarantees of obligations of the Restricted Subsidiaries);

(2) any Investment in Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made;

(3) any Investment by the Issuer or any Restricted Subsidiary in a Person that is engaged (directly or through entities that will be Restricted Subsidiaries) in a Similar Business, or in a business unit, line of business or division of such Person, if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets or assets constituting such business unit, line of business or division in which such Investment was made, as applicable, to, or is liquidated into, the Issuer or a Restricted Subsidiary;

and, in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, transfer or conveyance;

(4) any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions described under Section 4.10 or any other disposition of assets not constituting an Asset Sale; provided that such Investment shall be pledged as Collateral to the extent the assets subject to such Asset Sale or disposition constituted Collateral;

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(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification, replacement, renewal or reinvestment of any Investment or binding commitment existing on the Issue Date; provided that the amount of any such Investment or binding commitment may be increased only (a) as required by the terms of such Investment or binding commitment as in existence on the Issue Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted under this Indenture;

(6) any Investment acquired by the Issuer or any Restricted Subsidiary:

(a) in exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by the Issuer or any Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable (including any trade creditor or customer);

(b) in satisfaction of judgments against other Persons;

(c) as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(d) as a result of the settlement, compromise or resolution of (i) litigation, arbitration or other disputes or (ii) obligations of trade creditors or customers that were incurred in the ordinary course of business or consistent with industry practice, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer.

(7) Hedging Obligations permitted under Section 4.09(b)(10);

(8) any Investment in a Similar Business, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed (as of the date such Investment is made) (a) the greater of (i) $70.0 million and (ii) 35.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis) or (b) if the Total Net Leverage Ratio for the Test Period immediately preceding such Investment would be no greater than 5.50 to 1.00, the greater of (i) $140.0 million and (ii) 70% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(9) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of the Issuer or any Parent Company; provided that such Equity Interests will not increase the amount available for Restricted Payments under Section 4.07(a)(3);

(10) (a) guarantees of Indebtedness permitted under Section 4.09, performance guarantees and Contingent Obligations incurred in the ordinary course of business or consistent with industry practice and (b) the creation of Liens on the assets of the Issuer or any Restricted Subsidiary in compliance with Section 4.12;

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(11) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with Section 4.11(b) (except transactions described in clause (2), (5), (8), (9), (15) or (22) of such Section);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or similar assets or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(13) Investments, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed (as of the date such Investment is made) the greater of (a) (i) $70.0 million and (ii) 35.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis) or (b) if the Total Net Leverage Ratio for the Test Period immediately preceding such Investment would be no greater than 5.50 to 1.00, the greater of (i) $140.0 million and (ii) 70% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(14) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Qualified Securitization Facility (including distributions or payments of Securitization Fees) or any repurchase obligation in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase of such assets from the Issuer or any Restricted Subsidiary or to otherwise fund required reserves);

(15) loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, consultants, members of management and independent contractors not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to employees, directors, officers, members of management, independent contractors and consultants for business-related travel expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each case incurred in the ordinary course of business or consistent with past practice or consistent with industry practice or to future, present and former employees, directors, officers, members of management, independent contractors and consultants (and their Controlled Investment Affiliates and Immediate Family Members) to fund such Person’s purchase of Equity Interests of the Issuer or any Parent Company;

(17) advances, loans or extensions of trade credit or prepayments to suppliers or loans or advances made to distributors, in each case, in the ordinary course of business or consistent with past practice or consistent with industry practice;

(18) any Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business or consistent with industry practice;

(19) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business or consistent with industry practice;

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(20) [Reserved];

(21) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with industry practice;

(22) the purchase or other acquisition of any Indebtedness of the Issuer or any Restricted Subsidiary to the extent not otherwise prohibited hereunder;

(23) Investments in Unrestricted Subsidiaries or joint ventures, taken together with all other Investments made pursuant to this clause (23) that are at that time outstanding, without giving effect to the sale of an Unrestricted Subsidiary or joint venture to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable securities, not to exceed (as of the date such Investment is made) (a) the greater of (i) $40.0 million and (ii) 20.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis) or (b) if the Total Net Leverage Ratio for the Test Period immediately preceding such Investment would be no greater than 5.50 to 1.00, the greater of (i) $80.0 million and (ii) 40% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(24) Investments in the ordinary course of business or consistent with industry practice consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers;

(25) any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Issuer or any of its Subsidiaries, which Investment is made in the ordinary course of business or consistent with industry practice of such Captive Insurance Subsidiary, or by reason of applicable law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable;

(26) [Reserved];

(27) Investments of assets relating to non-qualified deferred payment plans in the ordinary course of business or consistent with industry practice;

(28) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business or consistent with industry practice in connection with the cash management operations of the Issuer and its Subsidiaries;

(29) acquisitions of obligations of one or more directors, officers or other employees or consultants or independent contractors of any Parent Company, the Issuer or any Subsidiary of the Issuer in connection with such director’s, officer’s, employee’s, consultant’s or independent contractor’s acquisition of Equity Interests of the Issuer or any direct or indirect parent of the Issuer, to the extent no cash is actually advanced by the Issuer or any Restricted Subsidiary to such directors, officers, employees, consultants or independent contractors in connection with the acquisition of any such obligations;

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(30) Investments resulting from pledges and deposits permitted pursuant to the definition of “Permitted Liens”;

(31) loans and advances to any direct or indirect parent of the Issuer in lieu of and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made in cash to such parent in accordance with Section 4.07 at such time, such Investment being treated for purposes of the applicable clause of Section 4.07, including any limitations, as if a Restricted Payment were made pursuant to such applicable clause;

(32) any other Investments if on a pro forma basis after giving effect to such Investment, the Total Net Leverage Ratio would be equal to or less than 4.50 to 1.00 as of the last day of the Test Period most recently ended; and

(33) Investments constituting promissory notes or other non-cash proceeds of dispositions of assets to the extent permitted under Section 4.10.

For purposes of determining compliance with this definition, (A) an Investment need not be incurred solely by reference to one category of Permitted Investments described in this definition but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that an Investment (or any portion thereof) meets the criteria of one or more of the categories of Permitted Investments, the Issuer will, in its sole discretion, divide and classify (and later divide, classify and re-divide and re-classify) such Investment (or any portion thereof) in any manner that complies with this definition and Section 4.07.

“Permitted Liens” means, with respect to any Person:

(1) Liens securing Obligations in respect of the Notes (other than Additional Notes) and the Guarantees;

(2) Liens securing Obligations in respect of Indebtedness permitted to be incurred under any Credit Facility, including any letter of credit facility relating thereto, that was permitted to be incurred pursuant to Section 4.09(b)(1);

(3) Liens on all or any portion of the Collateral (but no other assets) securing Obligations in respect of (i) Indebtedness permitted to be incurred under Section 4.09; provided that at the time of incurrence (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this subclause) and after giving pro forma effect thereto and the application of the net proceeds therefrom (a) if such Indebtedness is secured on a (x) pari passu basis with the Liens that secure the Notes and Guarantees (“Pari Passu Lien Debt” ), the Issuer’s Senior Secured Net Leverage Ratio for the most recently ended Test Period preceding the date on which such additional Indebtedness is incurred would not exceed 4.00 to 1.00; or (y) junior basis to the Liens that secure the Notes and Guarantees (“Junior Lien Debt” ), the Issuer’s Secured Net Leverage Ratio for the most recently ended Test Period preceding the date on which such additional Indebtedness is incurred would not exceed 6.50 to 1.00 and (b) such Liens are in each case subject the applicable Intercreditor Agreement(s), and (ii) any Refinancing Indebtedness in respect of Pari Passu Lien Debt or Junior Lien Debt, provided that in the case of any Refinancing of Junior Lien Debt, such Refinancing Debt shall be Junior Lien Debt or be unsecured;

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(4) Liens, pledges or deposits by such Person made in connection with (i) workers’ compensation laws, unemployment insurance, health, disability or employee benefits or other social security laws or similar legislation or regulations, (ii) insurance-related obligations (including, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit, bank guarantees or similar documents or instruments for the benefit of) insurance carriers providing property, casualty or liability insurance, or otherwise supporting the payment of items set forth in the foregoing clause (i), or (iii) bids, tenders, contracts, statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, or with regard to other regulatory requirements, completion guarantees, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities, and other obligations of like nature (including those to secure health, safety and environmental obligations) (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash, Cash Equivalents or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for the payment of rent, contested taxes or import duties and obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, in each case incurred in the ordinary course of business or consistent with industry practice;

(5) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction and mechanics’ Liens and other similar Liens, or similar landlord Liens specifically created by contract, and (i) for sums not yet overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Liens or (ii) for amounts being contested in good faith by appropriate actions or other Liens arising out of or securing judgments or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for review if such Liens are adequately bonded or adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(6) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or not subject to penalties for nonpayment or which are being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(7) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations or with respect to regulatory requirements or letters of credit or bankers’ acceptance 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 or industry practice;

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(8) survey exceptions, encumbrances, ground leases, easements, restrictions, protrusions, encroachments or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that were not incurred in connection with Indebtedness and that do not in the aggregate materially impair their use in the operation of the business of such Person and exceptions on Mortgage Policies (as defined in the Senior Credit Facilities) insuring Liens granted on Mortgaged Properties;

(9) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued pursuant to Sections 4.09(b)(4), (6), (12), (13), (15), (23) or (30) or, with respect to assumed Indebtedness not incurred in contemplation of the relevant acquisition, Disqualified Stock or Preferred Stock only, Section 4.09(b)(14); provided that:

(a) Liens securing obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred or issued pursuant to Section 4.09(b)(13) relate only to obligations relating to Refinancing Indebtedness that is secured by Liens on the same assets (and with the same or junior priority) as the assets securing the Refinanced Debt (as defined in the definition of “Refinancing Indebtedness”), plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property, or serves to refund, refinance, extend, replace, renew or defease Indebtedness incurred under Sections 4.09(b)(4), (12) or (13),

(b) Liens securing obligations relating to Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to Section 4.09(b)(23) or (30) extend only to the assets of Subsidiaries that are not Guarantors,

(c) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to Section 4.09(b)(4) extend only to the assets so purchased, replaced, leased or improved and proceeds and products thereof; provided, further that individual financings of assets provided by a counterparty may be cross-collateralized to other financings of assets provided by such counterparty and

(d) Liens securing obligations in respect of Indebtedness permitted to be assumed pursuant to Section 4.09(b)(14) are solely on acquired property or the assets of the acquired entity (other than after acquired property that is (i) affixed or incorporated into the property covered by such Lien, (ii) after acquired property subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after acquired property (it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (C) the proceeds and products thereof);

(10) Liens existing, or provided for under binding contracts existing, on the Issue Date;

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(11) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;

(12) Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary (provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation) and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

(13) Liens securing obligations in respect of Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09;

(14) Liens securing (x) Hedging Obligations and (y) obligations in respect of Cash Management Services;

(15) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(16) leases, subleases, licenses or sublicenses (or other agreement under which the Issuer or any Restricted Subsidiary has granted rights to end users to access and use the Issuer’s or any Restricted Subsidiary’s products, technologies or services) that do not either (a) materially interfere with the business of the Issuer and the Restricted Subsidiaries, taken as a whole, or (b) secure any Indebtedness;

(17) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and the Restricted Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

(18) Liens in favor of the Issuer or the Co-Issuer or any Guarantor;

(19) Liens on equipment or vehicles of the Issuer or any Restricted Subsidiary granted in the ordinary course of business or consistent with industry practice;

(20) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility and Liens on any receivables transferred in connection with a Receivables Financing Transaction, including Liens on such receivables resulting from precautionary Uniform Commercial Code filings or from recharacterization of any such sale as a financing or a loan;

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(21) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness, Disqualified Stock or Preferred Stock secured by any Lien referred to in clauses (3), (9), (10), (11), (12) or this clause (21) of this definition; provided that (a) such new Lien will be limited to all or part of the same property that secured the original Lien (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) and (b) the Indebtedness, Disqualified Stock or Preferred Stock secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness, Disqualified Stock or Preferred Stock described under clauses (3), (9), (10), (11), (12) or this clause (21) of this definition at the time the original Lien became a Permitted Lien under this Indenture, plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Disqualified Stock, and any accrued and unpaid dividends or distributions on the Preferred Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Disqualified Stock or Preferred Stock;

(22) deposits made or other security provided to secure liability to insurance brokers, carriers, underwriters or self-insurance arrangements, including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(23) other Liens securing obligations in an aggregate outstanding amount not to exceed (as of the date any such Lien is incurred) the greater of (i) $70.0 million and (ii) 35.00% of Consolidated EBITDA of the Parent Guarantor determined at the time of incurrence of such Lien for the most recently ended Test Period (calculated on a pro forma basis);

(24) 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;

(25) (i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with industry practice, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business or consistent with industry practice and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(26) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(5);

(27) Liens (a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business or consistent with industry practice, and (c) in favor of banking or other

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institutions or other electronic payment service providers arising as a matter of law or under general terms and conditions encumbering deposits or margin deposits or other funds maintained with such institution (including the right of set-off) and that are within the general parameters customary in the banking industry;

(28) Liens deemed to exist in connection with Investments in repurchase agreements permitted under this Indenture; provided that such Liens do not extend to assets other than those that are subject to such repurchase agreements;

(29) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks or other deposit-taking financial institutions or other electronic payment service providers and not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business or consistent with industry practice or (c) relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business or consistent with industry practice;

(30) Liens on cash proceeds (as defined in Article 9 of the Uniform Commercial Code) of assets sold that were subject to a Lien permitted hereunder;

(31) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(32) Liens (a) on cash advances or cash earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted under this Indenture to be applied against the purchase price for such Investment and (b) consisting of a letter of intent or an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted pursuant to Section 4.10;

(33) ground leases, subleases, licenses or sublicenses entered into by the Issuer or the Restricted Subsidiaries as tenant, subtenant, licensee or sublicensee in respect of real property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;

(34) Liens in connection with a Sale and Lease-Back Transaction;

(35) Liens on Capital Stock or other securities of an Unrestricted Subsidiary;

(36) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Issuer or any of the Restricted Subsidiaries as tenant, subtenant, licensee or sublicensee in the ordinary course of business or consistent with industry practice;

(37) deposits of cash with the owner or lessor of premises leased and operated by the Issuer or any of its Subsidiaries in the ordinary course of business or consistent with industry practice to secure the performance of the Issuer’s or such Subsidiary’s obligations under the terms of the lease for such premises;

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(38) rights of set-off, banker’s liens, netting arrangements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments;

(39) Liens on cash and Cash Equivalents used to satisfy or discharge Indebtedness; provided that such satisfaction or discharge is permitted under this Indenture;

(40) receipt of progress payments and advances from customers in the ordinary course of business or consistent with industry practice to the extent the same creates a Lien on the related inventory and proceeds thereof and Liens on property or assets under construction arising from progress or partial payments by a third party relating to such property or assets;

(41) agreements to subordinate any interest of the Issuer or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by the Issuer or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business or consistent with industry practice;

(42) Liens securing Guarantees of any Indebtedness or other obligations otherwise permitted to be secured by a Lien under this Indenture (excluding Guarantees of any Indebtedness or other obligations permitted to be secured pursuant to clause (49) of this definition);

(43) Liens arising pursuant to Section 107(l) of the Comprehensive Environmental Response, Compensation and Liability Act or similar provision of any environmental law;

(44) Liens disclosed by the title insurance reports or policies delivered on or prior to the Issue Date and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

(45) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by the Issuer or any of the Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(46) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

(47) security given to a public utility or any municipality or Governmental Authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business or consistent with industry practice;

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(48) zoning, building and other similar land use restrictions, including, without limitation, site plan agreements, development agreements and contract zoning agreements;

(49) Liens on assets of Restricted Subsidiaries that are Foreign Subsidiaries or are not Guarantors (i) securing Indebtedness and other obligations of such Restricted Subsidiaries or (ii) to the extent arising mandatorily under applicable law;

(50) Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, trustee, escrow agent or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

(51) [reserved];

(52) Liens on Additional Project Property securing the Additional Project Indebtedness, the proceeds of which were used to acquire, renovate or improve such Additional Project Property so long as, and to the extent that, (i) such Liens are subordinated to the Liens securing the Notes and Guarantees pursuant to an intercreditor agreement and (ii) such Additional Project Property constitutes Collateral under the Security Documents; and

(53) Liens on the assets of Restricted Subsidiaries that are not the Co-Issuer or a Guarantor securing Indebtedness or other obligations of such Restricted Subsidiaries or any other Restricted Subsidiaries that are not the Co-Issuer or a Guarantor that is permitted under Section 4.09(b) or otherwise not prohibited by this Indenture.

If any Liens securing obligations are incurred to refinance Liens securing obligations initially incurred in reliance on a basket measured by reference to a percentage of Consolidated EBITDA, and such refinancing would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed the principal amount of such obligations secured by such Liens being refinanced, plus any accrued and unpaid interest on the Indebtedness (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness) plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness.

For purposes of this definition, the term “Indebtedness” will be deemed to include interest and other obligations payable on and with respect to such Indebtedness.

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“Permitted Parent” means any direct or indirect parent of the Parent Guarantor that at the time it became a parent of the Parent Guarantor was a Permitted Holder pursuant to clause (1) of the definition thereof.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or distributions or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Interests” means Equity Interests that are not Disqualified Stock.

“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

“Qualified Securitization Facility” means any Securitization Facility (i) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales and/or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) or (ii) constituting a receivables financing facility.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or if both do not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which will be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Financing Transaction” means any transaction or series of transactions entered into by the Issuer, Co-Issuer or any Restricted Subsidiary pursuant to which such party consummates a “true sale” of its receivables to a nonrelated third party on market terms as determined in good faith by the Issuer; provided that such Receivables Financing Transaction is (i) non-recourse to the Issuer, Co-Issuer and the Restricted Subsidiaries and their assets, other than any recourse solely attributable to a breach by the Issuer, Co-Issuer or any Restricted Subsidiary of representations and warranties that are customarily made by a seller in connection with a “true sale” of receivables on a non-recourse basis and (ii) consummated pursuant to customary contracts, arrangements or agreements entered into with respect to the “true sale” of receivables on market terms for similar transactions.

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“Record Date” for the interest payable on any applicable Interest Payment Date means the May 1 and November 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Refinance” has the meaning assigned in the definition of “Refinancing Indebtedness” and “Refinancing” and “Refinanced” have meanings correlative to the foregoing.

“Refinanced Debt” has the meaning assigned to such term in the definition of “Refinancing Indebtedness.”

“Refinancing Indebtedness” means (i) Indebtedness incurred by the Issuer or any Restricted Subsidiary, (ii) Disqualified Stock issued by the Issuer or any Restricted Subsidiary or (iii) Preferred Stock issued by any Restricted Subsidiary which, in each case, serves to extend, replace, refund, refinance, renew or defease (“Refinance”) any Indebtedness, Disqualified Stock or Preferred Stock, including Refinancing Indebtedness, so long as:

(1) the principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation preference of such new Disqualified Stock does not exceed (a) the principal amount of (or accreted value, if applicable) the Indebtedness, the amount of the Preferred Stock or the liquidation preference of the Disqualified Stock being so extended, replaced, refunded, refinanced, renewed or defeased (such Indebtedness, Disqualified Stock or Preferred Stock, the “Refinanced Debt”), plus (b) any accrued and unpaid interest on, or any accrued and unpaid dividends or distributions on, such Refinanced Debt, plus (c) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or to Refinance such Refinanced Debt (such amounts in clauses (b) and (c), the “Incremental Amounts”);

(2) such Refinancing Indebtedness has a:

(a) Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the applicable Refinanced Debt;

(b) final scheduled maturity date equal to or later than the final scheduled maturity date of the Refinanced Debt (or, if earlier, the date that is 91 days after the maturity date of the Notes); and

(3) to the extent such Refinancing Indebtedness Refinances (i) Subordinated Indebtedness (other than Subordinated Indebtedness assumed or acquired in an acquisition and not created in contemplation thereof), unless such Refinancing constitutes a Restricted Payment permitted by Section 4.07, such Refinancing Indebtedness is subordinated to the Notes or the Guarantee thereof at least to the same extent as the applicable Refinanced Debt or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively.

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Refinancing Indebtedness will not include:

(a) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor or the Co-Issuer that refinances Indebtedness or Disqualified Stock of the Issuer;

(b) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary of the Issuer that is not a Guarantor or the Co-Issuer that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor or the Co-Issuer; or

(c) Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary,

and, provided, further that (x) clause (2) of this definition will not apply to any Refinancing of any Indebtedness other than Indebtedness incurred under Section 4.09(b)(2), any Subordinated Indebtedness (other than Subordinated Indebtedness assumed or acquired in an Investment or acquisition and not created in contemplation thereof), Disqualified Stock and Preferred Stock and (y) Refinancing Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (2) of this definition so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (2) of this definition).

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the applicable Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person is or would become a Restricted Subsidiary.

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“Relevant Taxable Income Category” means income or gain of the Parent Guarantor or the Issuer that is treated as (i) ordinary income or (ii) long-term capital gain or “qualified dividend income,” in each case for U.S. federal income tax purposes.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any director, vice president, assistant vice president, any trust officer or assistant 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 relating to this Indenture is referred because of such Person’s actual knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing, or that is required to bear, the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing, or that is required to bear, the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means, in respect of any Note issued pursuant to Regulation S, the 40-day distribution compliance period (as defined in Regulation S) applicable to such Note.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Parent Guarantor (including any Foreign Subsidiary and the Co-Issuer) that is not then an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary will be included in the definition of “Restricted Subsidiary.” Wherever the term “Restricted Subsidiary” is used herein with respect to any Subsidiary of a referenced Person that is not the Issuer, then it will be construed to mean a Person that would be a Restricted Subsidiary of the Parent Guarantor on a pro forma basis following consummation of one or a series of related transactions involving such referenced Person and the Issuer (unless such transactions would include a designation of a Subsidiary of such Person as an Unrestricted Subsidiary on a pro forma basis in accordance with this Indenture).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by the Issuer or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing. The net proceeds of any Sale and Lease-Back Transaction will be determined giving effect to transaction expenses and the tax effect of such transactions (including taxes paid or payable and tax attributes used as a result of such transactions).

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“SEC” means the U.S. Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Facility” means the $750 million credit agreement entered into on April 23, 2014, as amended from time to time, among Greek Holdco (Debt), LLC, as administrative agent and, with TPG Greek Holdco (Debt) Co-Invest and TPG VI Greek, L.P., as lenders thereunder.

“Secured Indebtedness” means any Indebtedness of the Issuer or any Restricted Subsidiary secured by a Lien.

“Secured Parties” means, collectively, the Trustee, the Collateral Agent and the Holders.

“Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (i) Consolidated Secured Debt outstanding on the last day of such Test Period minus the aggregate amount of cash and Cash Equivalents of the Parent Guarantor and the Restricted Subsidiaries on such date that (a) would not appear as “restricted” on a consolidated balance sheet of the Parent Guarantor and the Restricted Subsidiaries or (b) are restricted in favor of the Senior Credit Facilities (which may also secure other Indebtedness secured by a pari passu or junior Lien on the collateral securing the Senior Credit Facilities along with the Senior Credit Facilities), to (ii) Consolidated EBITDA of the Parent Guarantor for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with the pro forma provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means (i) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (ii) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

“Securitization Facility” means any transaction or series of securitization financings that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or any such Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in, Securitization Assets to either (a) a Person that is not the Issuer or a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not the Issuer or a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of the Issuer or any of its Subsidiaries.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

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“Security Agreement” means the Security Agreement, dated as of the Issue Date, among the Issuers, the other grantors party thereto and the Collateral Agent, as it may be amended, supplemented, restated, replaced or otherwise modified from time to time pursuant to Section 4.11(b)(6) or Article IX hereof.

“Security Documents” means, collectively, the Security Agreement, each of the mortgages (if any), the intellectual property security agreements or other similar agreements delivered to the Collateral Agent, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Senior Credit Facilities” means, collectively, the senior secured term loan facility and the senior secured revolving facility under that certain credit agreement, dated as of October 7, 2016, as amended as of the Issue Date, by and among the Issuer as the U.S. Opco Borrower, Chobani Global Holdings, LLC, as Holdings, Bank of America, N.A., as the administrative agent, collateral agent, issuing bank and swing line lender, and the other lenders and other entities party thereto, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, restatements, amendments and restatements, supplements, modifications, extensions, renewals, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders, or investors, whether or not secured, that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted by the covenant described under Section 4.09) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or the Co-Issuer or any Guarantor outstanding under the Senior Credit Facilities and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or the Co-Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or the Co-Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all (a) Hedging Obligations (and guarantees thereof) and (b) obligations in respect of Cash Management Services (and guarantees thereof), in the case of each of clauses (a) and (b), owing to a lender under the Senior Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation or Cash Management Obligations was entered into); provided that such Hedging Obligations and obligations in respect of Cash Management Services, as the case may be, are permitted to be incurred under the terms of this Indenture;

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(3) any other Indebtedness of the Issuer or the Co-Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided that Senior Indebtedness will not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business or consistent with industry practice;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person;

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture; or

(f) any obligations under Project Indebtedness or Additional Project Indebtedness.

“Senior Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (i) Consolidated Secured Debt outstanding on the last day of such Test Period constituting Pari Passu Lien Debt minus the aggregate amount of cash and Cash Equivalents of the Parent Guarantor and the Restricted Subsidiaries on such date that (a) would not appear as “restricted” on a consolidated balance sheet of the Parent Guarantor and the Restricted Subsidiaries or (b) are restricted in favor of the Senior Credit Facilities (which may also secure other Indebtedness secured by a pari passu or junior Lien on the collateral securing the Senior Credit Facilities along with the Senior Credit Facilities), to (ii) Consolidated EBITDA of the Parent Guarantor for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with the pro forma provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the Issue Date; provided that notwithstanding the foregoing, in no event will any Securitization Subsidiary be considered a Significant Subsidiary for purposes of Sections 6.01(4), (5) or (6).

“Similar Business” means (i) any business conducted or proposed to be conducted by the Issuer or any Restricted Subsidiary on the Issue Date or (ii) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to (including non-core incidental businesses acquired in connection with any Permitted Investment), or a reasonable extension, development or expansion of, the businesses which the Issuer and the Restricted Subsidiaries conduct or propose to conduct on the Issue Date.

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“Specified Transaction” means (i) solely for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to the Issuer, in each case, in connection with an acquisition or Investment, (ii) any designation of operations or assets of the Issuer or a Restricted Subsidiary as discontinued operations (as defined under GAAP), (iii) any Investment that results in a Person becoming a Restricted Subsidiary, (iv) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with this Indenture, (v) any purchase or other acquisition of a business of any Person, or assets constituting a business unit, line of business or division of any Person, (vi) any Asset Sale (without regard to any de minimis thresholds set forth therein) (a) that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Parent Guarantor or (b) of a business, business unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise, (vii) any operational changes identified by the Issuer that have been made by the Issuer or any Restricted Subsidiary during the Test Period or (viii) any Restricted Payment or other transaction that by the terms of this Indenture requires a financial ratio to be calculated on a pro forma basis.

“Sponsor” means Healthcare of Ontario Pension Plan and its Affiliates (other than portfolio companies).

“Subordinated Indebtedness” means, with respect to the Notes:

(1) any Indebtedness of the Issuer or the Co-Issuer that is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor that is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.00% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50.00% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

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(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” refer to a Subsidiary or Subsidiaries of the Parent Guarantor.

“Subsidiary Guarantor” means a Guarantor that is a Subsidiary of the Parent Guarantor.

“Tax Distribution Period” means each taxable period of the Parent Guarantor and the Issuer, including, as applicable, each Estimated Tax Period.

“Test Period” in effect at any time means the Parent Guarantor’s most recently ended four consecutive fiscal quarters for which internal financial statements are available (as determined in good faith by the Issuer).

“Total Assets” means, with respect to any Person at any time, the total assets of such Person and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the then most recent balance sheet of such Person as then may be available.

“Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of (i) Consolidated Total Debt outstanding on the last day of such Test Period (plus, solely for the purposes of testing the Total Net Leverage Ratio under Section 4.09(b)(14), the aggregate liquidation preference of (a) all Disqualified Stock of the Issuer and the Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP and (b) all Preferred Stock of Restricted Subsidiaries (except to the extent held by the Issuer or a Restricted Subsidiary), in each case, outstanding on the last day of such Test Period) minus the aggregate amount of cash and Cash Equivalents of the Issuer and the Restricted Subsidiaries on such date that (x) would not appear as “restricted” on a consolidated balance sheet of the Issuer or (y) are restricted in favor of the Senior Credit Facilities (which may also secure other Indebtedness secured by a pari passu or junior Lien on the collateral securing the Senior Credit Facilities along with the Senior Credit Facilities), to (ii) Consolidated EBITDA of the Parent Guarantor for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

“Transaction Expenses” means any fees, expenses, costs or charges incurred or paid by the Parent Company, the Issuer or any Restricted Subsidiary in connection with the Transactions, including expenses in connection with hedging transactions, if any, payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options and/or restricted stock.

“Transactions” means the issuance of the Notes and borrowings under, and amendments to, the Senior Credit Facilities on the Issue Date, the termination and repayment of the Second Lien Facility and the payment of the Transaction Expenses, in each case made or incurred on the Issue Date.

“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 2 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 15, 2023; provided that if the period from the Redemption Date to such date is less than 1 year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used.

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“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-777bbbb).

“Trustee” means Wells Fargo Bank, National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Parent Guarantor which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuer, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Issuer may designate any Subsidiary of the Parent Guarantor (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than solely any Subsidiary of the Subsidiary to be so designated); provided:

(1) such designation complies with Section 4.07; and

(2) each of (a) the Subsidiary to be so designated and (b) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary).

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Event of Default will have occurred and be continuing and the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) (the “Fixed Charge Coverage Test”).

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Any such designation by the Issuer will be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Voting Stock” of any 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.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years (calculated to the nearest one-twenty-fifth) from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock, multiplied by the amount of such payment; by

(2) the sum of all such payments;

provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being Refinanced (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable Refinancing will be disregarded.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.00% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required under applicable law) is at the time owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“Wholly-Owned Restricted Subsidiary” is any Wholly-Owned Subsidiary that is a Restricted Subsidiary.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10(b)(2)
“Advance Offer”	4.10(d)
“Advance Portion”	4.10(d)
“Affiliate Transaction”	4.11(a)
“Applicable Premium Deficit”	8.04(1)
“Asset Sale Offer”	4.10(d)
“Asset Sale Proceeds Application Period”	4.10(b)

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Term	Defined in Section
“Authentication Order”	2.02
“Change of Control Offer”	4.14(a)
“Change of Control Payment”	4.14(a)
“Change of Control Payment Date”	4.14(a)(2)
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.16(a)
“Declined Excess Proceeds”	4.10(d)
“DTC”	2.03
“Endorsement”	4.20(d)(3)
“Event of Default”	6.01
“Excess Proceeds”	4.10(d)
“Foreign Disposition”	4.10(c)
“incur” and “incurrence”	4.09(a)
“Junior Lien Debt”	SECTION 1.01
“Legal Defeasance”	8.02
“Limited Condition Transaction”	1.06(a)
“Mortgage Modification”	4.20(d)(1)
“Mortgage Policies”	4.20(d)(3)
“Note Register”	2.03
“Offer Amount”	3.09(b)
“Offer Period”	3.09(b)
“Pari Passu Indebtedness”	4.10(d)
“Pari Passu Lien Debt”	SECTION 1.01
“Paying Agent”	2.03
“Purchase Date”	3.09(b)
“Qualified Reporting Subsidiary”	4.03(c)
“Redemption Date”	3.01
“Refunding Capital Stock”	4.07(b)(2)
“Registrar”	2.03
“Restricted Payments”	4.07(a)
“Reversion Date”	4.16(c)
“Second Commitment”	4.10(b)(2)
“Signature Law”	SECTION 13.14
“Successor Company”	5.01(a)(1)(a)
“Successor Person”	5.01(b)(1)(A)
“Suspended Covenants”	4.16(a)
“Suspension Date”	4.16(a)
“Suspension Period”	4.16(c)
“Transaction Agreement Date”	1.06(a)
“Transfer Agent”	2.03
“Treasury Capital Stock”	4.07(b)(2)

SECTION 1.03. [Reserved].

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

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(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) the words “including,” “includes” and similar words shall be deemed to be followed by “without limitation”;

(e) words in the singular include the plural, and in the plural include the singular;

(f) “will” shall be interpreted to express a command;

(g) provisions apply to successive events and transactions;

(h) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(i) 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;

(j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(k) [Reserved];

(l) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation value of such Preferred Stock at such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock at such time, whichever is greater;

(m) words used herein implying any gender shall apply to both genders;

(n) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”; and

(o) the principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness 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.

SECTION 1.05. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

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(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC, that is a Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and any Person, that is a Holder of a Global Note, including DTC, may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices.

(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such Depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 120 days after such record date.

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SECTION 1.06. Limited Condition Transactions; Measuring Compliance.

(a) With respect to any (x) Investment or acquisition, in each case, for which the Issuer or any Subsidiary of the Issuer whose consummation is not conditioned on the availability of, or on obtaining, third-party financing for such Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable and (y) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment (any transaction described in clauses (x) or (y), a “Limited Condition Transaction”), in each case for purposes of determining:

(1) whether any Indebtedness (including Acquired Indebtedness), Disqualified Stock or Preferred Stock that is being incurred or issued in connection with such Limited Condition Transaction is permitted to be incurred in compliance with Section 4.09;

(2) whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be incurred in accordance with Section 4.12 or the definition of “Permitted Liens”;

(3) whether any Restricted Payment that is being made in connection with such Limited Condition Transaction is permitted to be made in compliance with Section 4.07 or the definition of “Permitted Investments”;

(4) whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Transaction complies with the covenants, agreements, conditions and representations and warranties contained in this Indenture or the Notes; and

(5) any calculation of the Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio, Secured Net Leverage Ratio, Net Income, Consolidated Net Income, and/or Consolidated EBITDA and, whether a Default or Event of Default exists in connection with the foregoing,

at the option of the Issuer, the date that the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” or “Consolidated EBITDA” and if the Issuer or the Restricted Subsidiaries could have taken such action on the relevant Transaction Agreement Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with; provided, however, that the Issuer shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the Transaction Agreement Date as the applicable date of determination. For the avoidance of doubt, if the Issuer elects to use the Transaction Agreement Date as the applicable date of determination in accordance with the

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foregoing, (a) any fluctuation or change in the Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio, Secured Net Leverage Ratio, Net Income, Consolidated Net Income or Consolidated EBITDA of the Parent Guarantor, the target business, or assets to be acquired subsequent to the Transaction Agreement Date and prior to the consummation of such Limited Condition Transaction, will not be taken into account for purposes of determining whether any Indebtedness, Disqualified Stock, Preferred Stock, Lien or Restricted Payment that is being incurred, issued or made in connection with such Limited Condition Transaction is permitted to be incurred, issued or made or in connection with compliance by the Issuer or any of the Restricted Subsidiaries with any other provision of this Indenture or the Notes or any other action or transaction undertaken in connection with such Limited Condition Transaction and (b) until such Limited Condition Transaction is consummated or such definitive agreements are terminated or the Issuer makes an election pursuant to the proviso to the immediately preceding sentence, such Limited Condition Transaction and all transactions proposed to be undertaken in connection therewith (including the incurrence of Indebtedness and Liens) will be given pro forma effect when determining compliance of other transactions (including the incurrence or issuance of Indebtedness, Disqualified Stock, Preferred Stock, Liens and Restricted Payments unrelated to such Limited Condition Transaction) that are consummated after the Transaction Agreement Date and on or prior to the consummation of such Limited Condition Transaction and any such transactions (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof) will be deemed to have occurred on the Transaction Agreement Date and outstanding thereafter for purposes of calculating any baskets or ratios under this Indenture after the date of such agreement and before the consummation of such Limited Condition Transaction; provided, further that for purposes of any such calculation of the Fixed Charge Coverage Ratio, Consolidated Interest Expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Issuer in good faith.

Notwithstanding anything herein to the contrary, if the Issuer or the Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio-based basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any of Limited Condition Transaction under a non-ratio-based basket (which shall occur within five (5) Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based basket without regard to any such action under such non-ratio-based basket made in connection with such Limited Condition Transaction.

In addition, compliance with any requirement relating to absence of Default or Event of Default, conditions and representations and warranties may be determined as of the Transaction Agreement Date and not as of any later date as would otherwise be required under this Indenture.

(b) In the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred, any Restricted Payment is made or other transaction is undertaken on the same date that any other item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any other Lien is incurred,

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any Restricted Payment is made or other transaction is undertaken, then the Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and Secured Net Leverage Ratio will be calculated with respect to such incurrence, issuance, making or other transaction without regard to any other incurrence, issuance, making or transaction. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred, each Restricted Payment made and each other transaction undertaken will be deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Total Net Leverage Ratio, Senior Secured Net Leverage Ratio and Secured Net Leverage Ratio test.

ARTICLE II

THE NOTES

SECTION 2.01. Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued initially in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.

Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section

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2.06(b) hereof) and (B) an Officer’s Certificate from the Issuers, the Regulation S Temporary Global Note Legend shall be deemed removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.

The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers and the Trustee, by their execution and delivery of this Indenture (or the applicable supplemental indenture), expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 or a Change of Control Offer as provided in Section 4.14. The Notes shall not be redeemable, other than as provided in Article III hereof.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes except that interest may accrue on the Additional Notes from their date of issuance (or such other date specified by the Issuers), subject to the Issuers’ right to issue Additional Notes of a different series as set forth in the next paragraph; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Sections 4.09 and 4.12 and that a separate CUSIP or ISIN will be issued for Additional Notes, unless the Initial Notes and the Additional Notes are treated as fungible for U.S. federal income tax purposes, with the Initial Notes or any other Additional Notes bearing the same CUSIP or ISIN. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

The Issuers may designate the maturity date, interest rate and optional redemption provisions applicable to a new or additional series of Additional Notes, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Initial Notes. Additional Notes that differ with respect to maturity date, interest rate or optional redemption provisions from the Initial Notes will constitute a different series of Notes from the Initial Notes and will vote separately for all purposes. Additional Notes that have the same maturity date, interest rate and optional redemption provisions as the Initial Notes will be treated as the same series as the Initial Notes unless otherwise designated by the Issuers. The Issuers similarly may vary the application of related other provisions (including the issue price and any applicable original issue discount legend) to any series of Additional Notes.

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(e) Euroclear and Clearstream Applicable Procedures. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream and this Indenture shall not govern such transfers.

SECTION 2.02. Execution and Authentication. At least one Officer of the Issuers shall execute the Notes on behalf of the Issuers by manual, facsimile or electronic (in “.pdf” format) signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuers’ Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. In addition, at any time, from time to time, the Trustee shall, upon receipt of an Authentication Order (together with such other documents as may be required pursuant to this Indenture), authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

SECTION 2.03. Registrar, Transfer Agent and Paying Agent. The Issuers shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuers may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

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The Issuers initially appoint the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

If any Notes are listed on an exchange, for so long as the Notes are so listed and the rules of such exchange so require, the Issuers will satisfy any requirement of such exchange as to paying agents, registrars and transfer agents and will comply with any notice requirements required under such exchange in connection with any change of any paying agent, registrar or transfer agent.

SECTION 2.04. Paying Agent to Hold Money in Trust. The Issuers 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 the Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. Upon payment over to the Trustee, the Paying Agent (if other than the Issuers or a Subsidiary or the Trustee) shall have no further liability for the money. If any of the Issuers or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to any of the Issuers, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee 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 the Holders.

SECTION 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless (A) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Issuers within 90 days or (B) upon the request of a Holder if there shall have occurred and be continuing an Event of Default with respect to the Notes. Upon the occurrence of any of the events in clauses (A) or (B) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.10. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or Section 2.10, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (A) or (B) above and pursuant to Section 2.06(b)(ii)(B) and (c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, that beneficial

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interests in a Global Note may be transferred and exchanged as provided in Sections 2.06(b) or (c) hereof. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person other than pursuant to Rule 144A or another available exemption from the registration requirements of the Securities Act. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period therefor and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B). Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

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(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) [Reserved];

(B) [Reserved];

(C) [Reserved];

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

In connection with any proposed exchange of Global Notes for Notes in definitive registered form, the Issuers or DTC shall be required to provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clauses (A) and (B) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a person reasonably believed to be a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or

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(E) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof;

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)hereof, and the Issuers shall execute and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in clause (A) of Section 2.06(a) hereof and if:

(A) [Reserved];

(B) [Reserved];

(C) [Reserved];

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

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(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in clauses (A) and (B) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a person reasonably believed to be a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; or

(E) if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof;

the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note and, in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) [Reserved];

(B) [Reserved];

(C) [Reserved];

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this sub (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to sub-paragraph (ii) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer or exchange in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing.

In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made to a person reasonably believed to be a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) [Reserved];

(B) [Reserved];

(C) [Reserved];

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph(D), if the Registrar or the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) [Reserved].

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(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUERS THAT PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: 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 ANY ISSUER OR ANY AFFILIATE OF SUCH ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)] [IN THE CASE OF REGULATION S NOTES: 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 (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUERS IF THE ISSUERS SO REQUEST), (2) TO THE ISSUERS OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY

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EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.

[IN THE CASE OF REGULATION S NOTES: 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.]

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form (with appropriate changes in the last sentence if DTC is not the Depositary):

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE 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.

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(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. 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.

(iv) OID Legend. Each Note 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 HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST (ADDRESSED TO [NAME/TITLE] AT [ADDRESS OR PHONE NUMBER]), THE ISSUERS WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE; (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE; AND (3) THE YIELD TO MATURITY OF THE NOTE.

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

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(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers shall require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Issuers nor the Registrar shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to be redeemed under Section 3.03 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.

(iv) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(v) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with Section 2.02.

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(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Issuers pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronically (in “.pdf” or other format).

(x) 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 Depositary Participants or beneficial owners of interests in any Global Notes) 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.

(xi) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

SECTION 2.07. Replacement Notes. If either (x) any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers or (y) if the Issuers and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee to protect the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall charge the Holder for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or a Guarantor or an Affiliate of the Issuers or a Guarantor holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuers or a Guarantor or an Affiliate of the Issuers or a Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

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SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers or a Guarantor or by any Affiliate of the Issuers or a Guarantor shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to such pledged Notes and that the pledgee is not the Issuers or a Guarantor or any Affiliate of the Issuers or a Guarantor.

SECTION 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

SECTION 2.11. Cancellation. The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the cancellation of all surrendered Notes shall be delivered to the Issuers at the Issuers’ written request. The Issuers may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12. Defaulted Interest. If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuers shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers 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 provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuers of any such special record date. At least 15 days before any such special record date, the Issuers (or, upon the written request of the Issuers, the Trustee in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, or otherwise deliver in accordance with the Applicable Procedures, to each Holder, with a copy to the Trustee, a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

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Subject to this Section 2.12 and for greater certainty, 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 2.13. CUSIP/ISIN Numbers. The Issuers in issuing the Notes may use CUSIP and ISIN numbers (in each case, if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided 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 redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee in writing of any change in the CUSIP and ISIN numbers.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Issuers elect to redeem the Notes pursuant to Section 3.07 hereof, they shall furnish to the Trustee, at least five Business Days (unless the Trustee agrees to a shorter period) before notice of redemption is required to be delivered to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the date of redemption, which will be selected by the Issuers in their discretion, subject to any limitations set forth herein (the “Redemption Date”), (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed or purchased at any time, the Trustee shall, upon prior written request of the Issuers, select the Notes to be redeemed or purchased (a) if the Notes are listed on an exchange, in compliance with the requirements of such exchange or (b) if the Notes are not listed on an exchange, on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or by such other method as the Trustee deems fair and appropriate, and in any case in accordance with the Applicable Procedures to the extent applicable. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuers in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less can be redeemed or purchased in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

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SECTION 3.03. Notice of Redemption. The Issuers shall deliver electronically, mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 10 but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Section 3.03(i), Article VIII or Article XII hereof.

The notice shall identify the Notes to be redeemed and will state:

(a) the Redemption Date;

(b) the redemption price;

(c) if any Definitive Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, upon request, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date subject to satisfaction or waiver of any conditions specified in clause (i) below;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) the CUSIP and ISIN number, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP and ISIN number that is listed in such notice or printed on the Notes; and

(i) if such redemption is subject to satisfaction of one or more conditions precedent, a description of such conditions and, if applicable, will state that, in the Issuers’ discretion, the Redemption Date may be delayed until such time (including more than 60 days after the date the redemption notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuers in their sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuers in their sole discretion) by the Redemption Date, or by the Redemption Date so delayed, or such notice may be rescinded at any time in the Issuers’ discretion if in the good faith judgment of the Issuers any or all of such conditions will not be satisfied.

At the Issuers’ request, the Trustee shall give the notice of redemption in the Issuers’ name and at their expense; provided that the Issuers shall have delivered to the Trustee, at least five Business Days before notice of redemption is required to be delivered, mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice together with the form of notice of redemption setting forth the information to be stated in such notice as provided in the preceding paragraph.

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The Issuers may redeem Notes pursuant to one or more of the Sections of this Indenture, and a single redemption notice may be delivered with respect to redemptions made pursuant to different Sections. Any such notice may provide that redemptions made pursuant to different Sections will have different Redemption Dates.

The Issuers may provide in such notice that payment of the redemption price and performance of the Issuers’ obligations with respect to such redemption may be performed by another Person. If any Notes are listed on an exchange, and the rules of the exchange so require, the Issuers will notify the exchange of any such redemption and the principal amount of any Notes outstanding following any partial redemption of such Notes. In no event will the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of Notes eligible hereunder to be redeemed. Notes will remain outstanding until redeemed, notwithstanding that they have been called for redemption or are subject to a notice of redemption.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is delivered in accordance with Section 3.03 hereof, subject to satisfaction of any conditions precedent relating thereto specified in the applicable notice of redemption, Notes called for redemption become irrevocably due and payable on the Redemption Date at the redemption price, except as set forth in Section 3.03(i). The notice, if delivered, mailed or caused to be mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to deliver such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date or the date of purchase, interest shall cease to accrue on Notes or portions of Notes called for redemption or purchase.

SECTION 3.05. Deposit of Redemption Price.

(a) Prior to 11:00 a.m. (New York City time) on the Redemption Date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

(b) If the Issuers comply with the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption 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 shall not be so paid upon surrender for redemption because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Definitive Note that is redeemed in part, upon request the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed;

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provided that each new Note will be in a principal amount of $2,000 and any integral multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

SECTION 3.07. Optional Redemption.

(a) At any time prior to November 15, 2023, the Issuers may at their option on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 hereof at a redemption price (as calculated by the Issuers) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) At any time prior to November 15, 2023, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption price (as calculated by the Issuer) equal to the sum of (i) 104.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution.

(c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

(d) Prior to November 15, 2023, the Issuers may, at their option, redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during any twelve-month period beginning on the Issue Date at a redemption price of 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, to but excluding the applicable Redemption Date (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date).

(e) Except pursuant to clause (a), (b), (c) or (d) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to November 15, 2023.

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(f) On and after November 15, 2023, the Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 hereof, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on November 15 in each of the years indicated below:

Year	Percentage
2023		102.313	%
2024		101.156	%
2025 and thereafter		100.000	%

(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to Sections 3.01 through 3.06.

(h) In addition to any redemption pursuant to this Section 3.07, the Issuers or their Affiliates may at any time and from time to time acquire Notes by means other than a redemption, whether by tender offer, in the open market, negotiated transaction or otherwise.

(i) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

SECTION 3.08. Mandatory Redemption. The Issuers will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

SECTION 3.09. Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than 5 Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

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(d) Upon the commencement of an Asset Sale Offer, the Issuers shall deliver electronically or send, by first-class mail, postage prepaid, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of such Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Date;

(v) that any Holder electing to have less than all of the aggregate principal amount of its Notes purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in an amount not less than $2,000 and integral multiples of $1,000 in excess thereof;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer such Note by book-entry transfer, to the Issuers, the Depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least two Business Days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission 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 its election to have such Note purchased;

(viii) that, if the aggregate principal amount (or accreted value, as applicable) of Notes and/or the Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, the Trustee will select the Notes to be purchased in accordance with Section 3.02 and the Issuer will select such Pari Passu Indebtedness to be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination; and

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(ix) that Holders whose certificated Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis as described in clause (d)(viii) of this Section 3.09, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) 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 thereof so tendered and not validly withdrawn.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

(g) Prior to 11:00 a.m. (New York City time) on the Purchase Date, the Issuers shall deposit with the Trustee or with the Paying Agent money sufficient to pay the purchase price of and accrued and unpaid interest on all Notes to be purchased on that Purchase Date. The Trustee or the Paying Agent shall promptly return to the Issuers any money deposited with the Trustee or the Paying Agent by the Issuers in excess of the amounts necessary to pay the purchase price of, and accrued and unpaid interest on, all Notes to be redeemed.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Purchase Date” and similar words, as applicable.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Notes. The Issuers shall 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 and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or the Co-Issuer or a Guarantor or an Affiliate of the Issuer or the Co-Issuer or a Guarantor, holds as of 11:00 a.m. (New York City time) on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

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The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; the Issuer shall 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 4.02. Maintenance of Office or Agency. The Issuers shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or Transfer Agent) required under Section 2.03 hereof where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be made. The Issuers shall 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 Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made at the Corporate Trust Office of the Trustee.

The Issuers 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 that no such designation or rescission shall in any manner relieve the Issuers of its obligation to maintain such offices or agencies as required by Section 2.03 hereof for such purposes. The Issuers shall 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 Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof; provided the Corporate Trust Office of the Trustee shall not be an office or agency of the Issuers for the purpose of effecting service of legal process on the Issuers.

SECTION 4.03. Reports and Other Information.

(a) So long as any Notes are outstanding, the Issuer will furnish to the Holders:

(1) (a) within 120 days after the end of each fiscal year of the Parent Guarantor ending after the Issue Date, all annual consolidated financial statements of the Parent Guarantor substantially in the form that would be required to be contained in a filing with the SEC on Form 10-K (but only to the extent similar information was included in the Offering Memorandum), in accordance with the requirements of such Form 10-K as of the Issue Date, if the Parent Guarantor were required to file such form, together with a report thereon by the Parent Guarantor’s independent auditors, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor commencing with the fiscal quarter of the Parent Guarantor ending after the Issue Date, all quarterly consolidated financial statements of the Parent Guarantor substantially in the form that would be required to be contained in a filing with the SEC on Form 10-Q (but only to the extent similar information was included in the Offering Memorandum), in accordance with the requirements of such Form 10-Q as of the Issue Date, if the Parent Guarantor were required to file such form, and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” and

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(2) promptly from time to time after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K, in accordance with the requirements of such Form 8-K as of the Issue Date, under Items: 1.03 (Bankruptcy or Receivership); 2.01 (Completion of Acquisition or Disposition of Assets); 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement); 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review); 5.01 (Changes in Control of Registrant); 5.02(a)(1) (Resignation of Director due to Disagreement with Registrant); 5.02(c)(1) (Name and Position of Newly Appointed Officer and Date of Appointment); and 5.03(b) (Changes in Fiscal Year),

if the Parent Guarantor were required to file such reports;

provided, however,

(i) no such reports referenced under clause (2) above will be required to include as an exhibit or summary of terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any of its Subsidiaries or any Parent Company) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries or any Parent Company);

(ii) in no event will such reports be required to comply with Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC;

(iii) in no event will such reports be required to comply with Item 302 of Regulation S-K promulgated by the SEC;

(iv) in no event will such reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the SEC or contain separate financial statements for the Issuer, the Co-Issuer, the Guarantors or other Subsidiaries the shares of which may be pledged to secure the Notes or any Guarantee that would be required under (i) Section 3-09 of Regulation S-X or (ii) Section 3-16 of Regulation S-X, respectively, promulgated by the SEC;

(v) in no event will such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein;

(vi) no such reports referenced under clause (2) above will be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to the Holders or the business, assets, operations or financial position of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole;

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(vii) in no event will such reports be required to comply with Item 601 of Regulation S-K promulgated by the SEC (with respect to exhibits) or, with respect to reports referenced in clause (2) above, to include as an exhibit copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K, except for agreements evidencing material Indebtedness (excluding any schedules thereto);

(viii) in no event will reports delivered prior to the completion of the first fiscal year following the Issue Date be required to comply with Regulation S- X of the SEC;

(ix) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Issuer may be excluded from any disclosures; and

(x) such information will not be required to contain any “segment reporting.”

(b) The Issuer may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Parent Guarantor by furnishing financial information relating to any Parent Company; provided that if and so long as such Parent Company has Independent Assets or Operations, the same is accompanied by consolidating information (which need not be audited) that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent Guarantor and the Restricted Subsidiaries on a stand-alone basis, on the other hand.

(c) In addition, notwithstanding the foregoing, the financial statements, information, auditors’ reports and other documents and information required to be provided pursuant to Section 4.03(a) may be, rather than those of the Parent Guarantor, those of (a) any predecessor or successor of the Parent Guarantor, (b) any Wholly-Owned Restricted Subsidiary of the Parent Guarantor that, together with its consolidated Subsidiaries, constitutes substantially all of the assets of the Parent Guarantor and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”) or (c) any direct or indirect parent of the Parent Guarantor; provided that, if the financial information required to be provided pursuant to clauses (1) and (2) of Section 4.03(a) relates to such Qualified Reporting Subsidiary of the Parent Guarantor or such Parent Company, such financial information will be accompanied by consolidating information (which need not be audited), which may be posted to the website of the Issuer or on Intralinks, SyndTrak, ClearPar or any comparable password protected online data system, that explains in reasonable detail (in the good faith judgment of the Issuer) the differences between the information relating to such Qualified Reporting Subsidiary or such Parent Company (as the case may be), on the one hand, and the information relating to the Parent Guarantor and its Subsidiaries on a stand-alone basis, on the other hand.

(d) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(3) hereof until 180 days after the date any report is due under this Section 4.03.

(e) The Issuer will make available such information and such reports to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information on its website, on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system that will require a confidentiality acknowledgment, and will make such information

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readily available to any Holder, any bona fide prospective investor in the Notes (which prospective investors will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act that certify their status as such to the reasonable satisfaction of the Issuer), any bona fide securities analyst (to the extent providing analysis of investment in the Notes to investors and prospective investors therein) or any bona fide market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system that will require a confidentiality acknowledgment; provided that the Issuer may deny access to any competitively-sensitive information otherwise to be provided pursuant to this paragraph to any such Holder, prospective investor, security analyst or market maker that is a competitor of the Issuer and its Subsidiaries, or an affiliate of such a competitor (other than any affiliate that is a bona fide bank debt fund, distressed asset fund, hedge fund, mutual fund, insurance company, financial institution or investment vehicle engaged in the business of investing in, acquiring or trading commercial loans, bonds and similar extensions of credit in the ordinary course (and not organized primarily for the purpose of making equity investments)) to the extent that the Issuer determines in good faith that the provision of such information to such Person would be competitively harmful to the Issuer and its Subsidiaries; provided, further that such Holders, prospective investors, security analysts or market makers will agree to (1) treat all such reports (and the information contained therein) and information as confidential, (2) not use such reports and the information contained therein for any purpose other than their investment or potential investment in the Notes and (3) not publicly disclose or distribute any such reports (and the information contained therein).

(f) In addition, to the extent not satisfied by the reports required under this Section 4.03 or otherwise made publicly-available by the Issuer, the Issuer will furnish to Holders thereof and prospective investors in the Notes, upon their request, the information, if any, required to be delivered pursuant to Rule 144A(d)(4) (or any successor provision) of the Securities Act.

(g) The Issuer will be deemed to have furnished the reports in Sections 4.03(a)(1) and (2) if the Issuer or any Parent Company has filed reports containing such information with the SEC.

(h) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto will be deemed to have been cured.

(i) The Issuer shall use its commercially reasonable efforts, consistent with its judgment as to what is prudent at the time, to participate in quarterly conference calls after the delivery of the information referred to in Section 4.03(a)(1) and Section 4.03(a)(2) above, respectively (which may be a single conference call together with investors and lenders holding other securities or Indebtedness of the Issuer and/or the Restricted Subsidiaries and/or any Parent Company of the Issuer) to discuss operating results and related matters. The Issuer shall issue a press release which will provide the date and time of any such call and will direct Holders, prospective investors and securities analysts to contact the investor relations office of the Issuer to obtain access to the conference call.

(j) It is understood that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been posted on the Issuer’s website or filed with the SEC. The posting or delivery of any 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 Issuers’ compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

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SECTION 4.04. Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture during such fiscal year and is not in Default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, the Issuer shall promptly (which shall be no more than thirty (30) days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such Default, its status and what actions the Issuers propose to take with respect thereto.

SECTION 4.05. Taxes. The Issuer shall pay or discharge, and shall 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 or discharge is not adverse in any material respect to the Holders.

SECTION 4.06. Stay, Extension and Usury Laws. The Issuer, the Co-Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall 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 Issuer, the Co-Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant (to the extent that they may lawfully do so) that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.07. Limitation on Restricted Payments.

(a) The Parent Guarantor will not, and will not permit the Issuer or any of the Restricted Subsidiaries, directly or indirectly, to:

(I) declare or pay any dividend or make any payment or distribution on account of the Parent Guarantor’s, the Issuer’s or any Restricted Subsidiary’s Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger, amalgamation or consolidation, other than:

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(A) dividends, payments or distributions payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or a Parent Company or in options, warrants or other rights to purchase such Equity Interests; or

(B) dividends, payments or distributions by the Issuer or a Restricted Subsidiary so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Parent Guarantor, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities or such other amount to which it is entitled pursuant to the terms of such Equity Interest;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any Parent Company, including in connection with any merger, amalgamation or consolidation, in each case held by Persons other than the Issuer or a Restricted Subsidiary;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or final maturity, any Subordinated Indebtedness, other than:

(A) Indebtedness permitted under Sections 4.09(b)(7), (8) and (9); or

(B) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Subordinated Indebtedness in connection with satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or

(IV) make any Restricted Investment;

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of and immediately after giving effect to such Restricted Payment:

(1) in the case of a Restricted Payment described in clauses (I) and (II) above utilizing clauses (3)(A) or (3)(F) below, no Event of Default will have occurred and be continuing or would occur as a consequence thereof;

(2) in the case of a Restricted Payment described in clauses (I) and (II) above utilizing clause (3)(A) or (3)(F) below, immediately after giving effect to any such Restricted Payment made utilizing clause (3)(A) below on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; and

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(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments (including the fair market value of any non-cash amount) made by the Parent Guarantor, the Issuer and the Restricted Subsidiaries after the Calculation Date (excluding Restricted Payments permitted by Section 4.07(b), other than Section 4.07(b)(1)), is less than the sum of (without duplication):

(A) 50.00% of the Consolidated Net Income of the Parent Guarantor for the period (taken as one accounting period) from the beginning of the Parent Guarantor’s fiscal quarter for the three months ended July 1, 2017 to the end of the most recently ended fiscal quarter for which financial statements are available (as determined in good faith by the Issuer) preceding such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100.00% of such deficit; plus

(B) 100.00% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Parent Guarantor, the Issuer and the Restricted Subsidiaries since the Calculation Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to 4.09(b)(12)(a)) from the issue or sale of:

(i) (A) Equity Interests of the Parent Guarantor or the Issuer, including Treasury Capital Stock, but excluding cash proceeds and the fair market value of marketable securities or other property received from the sale of:

(x) Equity Interests to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, its Subsidiaries or any Parent Company after the Calculation Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(b)(4); and

(y) Designated Preferred Stock; and

(B) Equity Interests of Parent Companies, to the extent the proceeds of any such issuance or consideration for any such sale are contributed to the Parent Guarantor or the Issuer (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(b)(4)); or

(ii) Indebtedness of the Issuer or any Restricted Subsidiary, that has been converted into or exchanged for Equity Interests of the Issuer or any Parent Company;

provided that this clause (3)(B) will not include the proceeds from (W) Refunding Capital Stock (as defined below) applied in accordance with Section 4.07(b)(2), (X) Equity Interests or convertible debt securities of the Parent Guarantor or the Issuer sold to a Restricted Subsidiary, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

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(C) 100.00% of the aggregate amount of cash, Cash Equivalents and the fair market value of marketable securities or other property contributed to the capital of the Parent Guarantor or the Issuer (other than in the form of Disqualified Stock) following the Calculation Date (including the fair market value of any Indebtedness contributed to the Issuer or the Restricted Subsidiaries for cancellation) or that becomes part of the capital of the Parent Guarantor or the Issuer through consolidation, amalgamation or merger following the Calculation Date, in each case not involving cash consideration payable by the Parent Guarantor or the Issuer (other than (X) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 4.09(b)(12)(a)), (Y) cash, Cash Equivalents and marketable securities or other property that are contributed by a Restricted Subsidiary or (Z) Excluded Contributions); plus

(D) 100.00% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by the Parent Guarantor, the Issuer or a Restricted Subsidiary by means of:

(i) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of, or other returns on Investments from, Restricted Investments made by the Parent Guarantor, the Issuer or the Restricted Subsidiaries (including cash distributions and cash interest received in respect of Restricted Investments) and repurchases and redemptions of such Restricted Investments from the Parent Guarantor, the Issuer or the Restricted Subsidiaries (other than by the Parent Guarantor, the Issuer or a Restricted Subsidiary) and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Parent Guarantor, the Issuer or the Restricted Subsidiaries, in each case after the Calculation Date (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof); or

(ii) the sale (other than to the Issuer or a Restricted Subsidiary) of Equity Interests of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than, in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment, but including such cash or fair market value to the extent exceeding the amount of such Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Calculation Date (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof); or

(iii) any returns, profits, distributions and similar amounts received on account of any Permitted Investment subject to a dollar-denominated or ratio-based basket (to the extent in excess of the original amount of such Investment); plus

(E) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent Guarantor, the Issuer or a Restricted Subsidiary

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after the Calculation Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, to the extent the designation of such Unrestricted Subsidiary constituted a Restricted Investment, and not exceeding the amount of such Restricted Investment; plus

(F) the greater of (i) $35.0 million and (ii) 17.50% of the Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis).

(b) Section 4.07(a) will not prohibit:

(1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, defeasance, discharge, retirement or other acquisition of (i) any Equity Interests of the Issuer or any Restricted Subsidiary or any Parent Company, including any accrued and unpaid dividends or distributions thereon (“Treasury Capital Stock”), or (ii) Subordinated Indebtedness, in each case, made (x) in exchange for, or out of the proceeds of, a sale or issuance (other than to a Restricted Subsidiary) of Equity Interests of the Issuer or any Parent Company (in the case of proceeds, to the extent any such proceeds therefrom are contributed to the Issuer) (in each case, other than Disqualified Stock) (“Refunding Capital Stock”) and (y) within 120 days of such sale or issuance, (b) the declaration and payment of dividends or distributions on Treasury Capital Stock out of the proceeds of a sale or issuance (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by the Issuer or any Restricted Subsidiary) of Refunding Capital Stock made within 120 days of such sale or issuance, and (c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends or distributions thereon by the Parent Guarantor or the Issuer was permitted under Section 4.07(b)(6)(A) or (B), the declaration and payment of dividends or distributions on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent Company) in an aggregate amount per annum no greater than the aggregate amount of dividends or distributions per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (a) Subordinated Indebtedness of the Issuer or the Co-Issuer or a Guarantor made (i) by exchange for, or out of the proceeds of the sale, issuance or incurrence of, new Subordinated Indebtedness of the Issuer or the Co-Issuer or a Guarantor or Disqualified Stock of the Issuer or the Co-Issuer or a Guarantor and (ii) within 120 days of such sale, issuance or incurrence, (b) Disqualified Stock of the Issuer or the Co-Issuer or a Guarantor made by exchange for, or out of the proceeds of the sale, issuance or incurrence of, Disqualified Stock or Subordinated Indebtedness of the Issuer or the Co-Issuer or a Guarantor, made within 120 days of such sale, issuance or

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incurrence, (c) Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the sale or issuance of, Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made within 120 days of such sale or issuance that, in each case, is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 4.09 and (d) any Subordinated Indebtedness or Disqualified Stock that constitutes Acquired Indebtedness;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of, or a distribution in respect of, Equity Interests (other than Disqualified Stock) (including related stock appreciation rights or similar securities) of the Issuer or any Parent Company held by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries or any Parent Company including, without limitation, pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any equity subscription or equity holder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by the Issuer or any Parent Company in connection with any such repurchase, retirement or other acquisition); provided that, the aggregate amount of Restricted Payments made under this clause (4) does not exceed $15.0 million in any fiscal year (increasing to $30.0 million in any fiscal year following an underwritten public Equity Offering by the Issuer or any Parent Company) with unused amounts in any calendar year ending after the Calculation Date being carried over to succeeding calendar years; provided, further, that such amount in any calendar year under this clause(4) may be increased by an amount not to exceed:

(A) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Parent Guarantor, the Issuer and, to the extent contributed to the Parent Guarantor or the Issuer, the cash proceeds from the sale of Equity Interests of any Parent Company, in each case to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries or any Parent Company that occurs after the Calculation Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 4.07(a)(3); plus

(B) the amount of any cash bonuses otherwise payable to members of management, employees, directors, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any of its Subsidiaries or any Parent Company that are foregone in exchange for the receipt of Equity Interests of the Issuer or any Parent Company pursuant to any compensation arrangement, including any deferred compensation plan; plus

(C) the cash proceeds of life insurance policies received by the Issuer or the Restricted Subsidiaries (or by any Parent Company to the extent contributed to the Issuer) (other than in the form of Disqualified Stock) after the Calculation Date; minus

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(D) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (A), (B) and (C) of this clause (4);

and provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by Sections 4.07(b)(4)(A), (B) and (C) in any fiscal year and provided, further, that cancellation of Indebtedness owing to the Issuer or any of the Restricted Subsidiaries or any Parent Company from any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), of the Issuer, any Parent Company or any of the Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Issuer or any Parent Company will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any Restricted Subsidiary or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 4.09 to the extent such dividends or distributions are included in the definition of “Fixed Charges”;

(6) (A) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by the Parent Guarantor, the Issuer or any Restricted Subsidiary after the Calculation Date;

(B) the declaration and payment of dividends or distributions to any Parent Company, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by such Parent Company after the Calculation Date; provided that the amount of dividends and distributions paid pursuant to this clause (B) will not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

(C) the declaration and payment of dividends or distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends or distributions declarable and payable thereon pursuant to Section 4.07(b)(2);

provided that in the case of each of clauses (A), (B) and (C) of this clause (6), for the most recently ended Test Period preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends or distributions on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Fixed Charge Coverage Ratio of the Parent Guarantor of at least 2.00 to 1.00;

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(7) (a) payments made or expected to be made by the Parent Guarantor, the Issuer or any Restricted Subsidiary or any Parent Company in respect of withholding or similar taxes payable by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Issuer or any Restricted Subsidiary or any Parent Company, (b) any repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of, or withholding obligations with respect to, such options, warrants or similar rights or required withholding or similar taxes and (c) loans or advances to officers, directors, employees, managers, consultants and independent contractors of the Issuer or any Parent Company or any Restricted Subsidiary in connection with such Person’s purchase of Equity Interests of the Issuer or any Parent Company; provided that no cash is actually advanced pursuant to this clause (c) other than to pay taxes due in connection with such purchase, unless immediately repaid;

(8) the declaration and payment of dividends or distributions on the Issuer’s common equity (or the payment of dividends or distributions to any Parent Company to fund a payment of dividends or distributions on such Parent Company’s common equity), following the first public offering of the Issuer’s common equity or the common equity of any Parent Company after the Calculation Date, in an amount not to exceed the greater of (x) 6.00% per annum of the net cash proceeds received by or contributed to the Issuer in or from any such public offering, other than public offerings with respect to the Issuer’s or such Parent Company’s common equity registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution and (y) 6.00% of Market Capitalization at the time of such determination;

(9) Restricted Payments in an amount that does not exceed the aggregate amount of Excluded Contributions;

(10) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) not to exceed (as of the date any such Restricted Payment is made) the (i) greater of (a) $50.0 million and (b) 25.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis) or (ii) if the Total Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 5.50 to 1.00, the greater of (a) $100.0 million and (b) 50% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis); provided that if this clause (10) is utilized to make a Restricted Investment, the amount deemed to be utilized under this clause (10) will be the amount of such Restricted Investment at any time outstanding (with the fair market value of such Investment being measured at the time made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition of “Investment”);

(11) distributions or payments of Securitization Fees;

(12) [Reserved];

(13) the repurchase, redemption, defeasance, acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those of Sections 4.10 and 4.14; provided that (i) at or prior to such repurchase, redemption, defeasance, acquisition or retirement, the Issuers (or a third person permitted by this Indenture) have made any required Change of Control Offer or Asset Sale Offer, as applicable, to purchase the Notes on the terms provided in this Indenture applicable to Change of Control Offers or Asset Sale Offers, respectively, and (ii) all Notes validly tendered and not validly withdrawn by Holders in any such Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed, acquired or retired for value;

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(14) the declaration and payment of dividends or distributions by the Parent Guarantor, the Issuer or a Restricted Subsidiary to, or the making of loans or advances to, the Parent Guarantor, the Issuer or any Parent Company in amounts required for any Parent Company to pay, in each case without duplication:

(A) franchise, excise and similar taxes, and other fees, taxes and expenses required to maintain their corporate or other legal existence;

(B) with respect to a Relevant Taxable Income Category of either the Parent Guarantor or the Issuer, as the case may be, cash distributions by the Parent Guarantor to its direct members, or by the Issuer to the Parent Guarantor, in an amount for each Tax Distribution Period equal to the excess (if any) of (i) the product of (A) the excess (if any) of (I) the cumulative amount of the Relevant Taxable Income Category of the Parent Guarantor (in the case of distributions by the Parent Guarantor) or the Issuer (in the case of distributions to the Parent Guarantor) over (II) the cumulative amount of tax deductions and losses of the Parent Guarantor or the Issuer (respectively) attributable to that Relevant Taxable Income Category, multiplied by (B) the Applicable Tax Rate over (ii) the cumulative amount distributed by the Parent Guarantor or the Issuer (respectively) pursuant to the provisions of this Section 4.07(b)(14)(B) with respect to that Relevant Taxable Income Category, with all cumulative amounts under this clause (B) determined from the Issue Date through the date of determination (and for the avoidance of doubt, amounts paid as cash distributions by the Issuer to the Parent Guarantor in accordance with this clause (B) may be paid by the Parent Guarantor to its direct members in accordance with this clause (B)); provided that no distribution with respect to this clause (B) shall be made in connection with the liquidation of the Parent Guarantor or the Issuer;

(C) salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, employees, directors, officers, members of management, consultants and independent contractors of any Parent Company and any payroll, social security or similar taxes thereof;

(D) general corporate or other operating, administrative, compliance and overhead costs and expenses (including expenses relating to auditing and other accounting matters) of any Parent Company;

(E) fees and expenses (including ongoing compliance costs and listing expenses) related to any equity or debt offering of a Parent Company (whether or not consummated);

(F) amounts that would be permitted to be paid directly by the Issuer or the Restricted Subsidiaries under Section 4.11 (other than clause (b)(2)(a) thereof);

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(G) interest or principal on Indebtedness the proceeds of which have been contributed to the Issuer or any Restricted Subsidiary or that has been guaranteed by, or is otherwise, considered Indebtedness of, the Issuer or any Restricted Subsidiary incurred in accordance with Section 4.09; and

(H) to finance Investments or other acquisitions or investments otherwise permitted to be made pursuant to this Section 4.07 if made by the Issuer; provided that (A) such Restricted Payment must be made within 120 days of the closing of such Investment, acquisition or investment, (B) such Parent Company must, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the capital of the Issuer or one of the Restricted Subsidiaries or (2) the merger, amalgamation, consolidation, or sale of the Person formed or acquired into the Issuer or one of the Restricted Subsidiaries (to the extent not prohibited by Section 5.01) in order to consummate such Investment, acquisition or investment, (C) such Parent Company and its Affiliates (other than the Issuer or a Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Indenture, (D) any property received by the Issuer may not increase amounts available for Restricted Payments pursuant to Section 4.07(a)(3) and (E) to the extent constituting an Investment, such Investment will be deemed to be made by the Issuer or such Restricted Subsidiary pursuant to another provision of this Section 4.07 (other than pursuant to Section 4.07(b)(9)) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof);

(15) [Reserved];

(16) the distribution, by dividend, distribution or otherwise, or other transfer or disposition of shares of Capital Stock of, Equity Interests in, or Indebtedness owed to the Issuer or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially all the assets of which are cash and Cash Equivalents);

(17) cash payments or loans, advances, dividends or distributions to any Parent Company to make payments, in lieu of issuing fractional shares in connection with share dividends, share distribution, share splits, reverse share splits, mergers, consolidations, amalgamations or other business combinations and in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Issuer, any of the Restricted Subsidiaries or any Parent Company;

(18) Restricted Payments, provided that after giving pro forma effect thereto and the application of the net proceeds therefrom, the Total Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 4.00 to 1.00;

(19) payments made for the benefit of the Parent Guarantor, the Issuer or any of the Restricted Subsidiaries to the extent such payments could have been made by the Issuer or any of the Restricted Subsidiaries because such payments (a) would not otherwise be Restricted Payments and (b) would be permitted by Section 4.11;

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(20) payments and distributions to dissenting stockholders of Restricted Subsidiaries pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of any Restricted Subsidiary that complies with the terms of this Indenture or any other transaction that complies with the terms of this Indenture;

(21) the payment of dividends, other distributions and other amounts by the Parent Guarantor or the Issuer to, or the making of loans to, any Parent Company in the amount required for such Parent Company to, if applicable, pay amounts equal to amounts required for such Parent Company, if applicable, to pay interest and/or principal (including AHYDO “catch-up payments”) on Indebtedness, the proceeds of which have been permanently contributed to the Parent Guarantor, the Issuer or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, the Parent Guarantor, the Issuer or any Restricted Subsidiary incurred in accordance with this Indenture; provided that the aggregate amount of such dividends, distributions, loans and other amounts shall not exceed the amount of cash actually contributed to the Parent Guarantor or the Issuer for the incurrence of such Indebtedness; and

(22) the refinancing of any Subordinated Indebtedness with the Net Proceeds of, or in exchange for, any Refinancing Indebtedness;

provided that at the time of, and after giving effect to, any Restricted Payment permitted under Section 4.07(b)(17), in respect of Restricted Payments described in clauses (I), (II) or (III) of Section 4.07(a), no Event of Default will have occurred and be continuing or would occur as a consequence thereof. For purposes of Sections 4.07(b)(7) and 4.07(b)(14), taxes will include all interest and penalties with respect thereto and all additions thereto.

(c) For purposes of determining compliance with this Section 4.07, in the event that any Restricted Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in Section 4.07(a) or 4.07(b) and/or one or more of the clauses contained in the definition of “Permitted Investments,” the Issuer may, in its sole discretion, be entitled to divide or classify (and later divide, classify, re-divide and re-classify), in whole or in part, such Restricted Payment or Investment (or any portion thereof) among Section 4.07(a) and/or 4.07(b) and/or one or more clauses contained in the definition of “Permitted Investments,” in a manner that otherwise complies with this Section 4.07. The amount of all Restricted Payments (other than cash) will be the fair market value on the date the Restricted Payment is made, or at the Issuer’s election, the date a commitment is made to make such Restricted Payment, of the assets or securities proposed to be transferred or issued by the Issuer or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

(d) As of the Issue Date, all of the Issuer’s Subsidiaries will be Restricted Subsidiaries. The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the penultimate sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted Investments in an amount determined as set forth in the definition of “Investments.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at

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such time pursuant to this Section 4.07 or if an Investment would be permitted at such time, pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture. For the avoidance of doubt, this Section 4.07 will not restrict the making of any “AHYDO catch up payment” with respect to, and required by the terms of, any Indebtedness of the Issuer or any Restricted Subsidiary permitted to be incurred under the terms of this Indenture.

SECTION 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Issuer will not, and will not permit any Restricted Subsidiary that is not a Guarantor to, create or otherwise cause to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Issuer or the Co-Issuer or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Issuer or the Co-Issuer or to any Restricted Subsidiary that is a Guarantor;

(2) make loans or advances to the Issuer or the Co-Issuer or to any Restricted Subsidiary that is a Guarantor; or

(3) sell, lease or transfer any of its properties or assets to the Issuer or the Co-Issuer or to any Restricted Subsidiary that is a Guarantor;

provided that any dividend, distribution or liquidation priority between or among classes or series of Capital Stock, and the subordination of any obligation (including the application of any remedy bars thereto) to any other obligation will not be deemed to constitute such an encumbrance or restriction.

(b) The restrictions in Section 4.08(a) will not apply to encumbrances or restrictions existing under or by reason of:

(1) encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation, the indenture governing the Existing Notes, and Hedging Obligations and the related documentation;

(2) this Indenture, the Security Documents, the Notes and the guarantees thereof;

(3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in Section 4.08(a)(3) on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

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(5) any agreement or other instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged, amalgamated or consolidated with and into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into the Issuer or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired or designated and its Subsidiaries or the property or assets so acquired or designated;

(6) contracts or agreements for the sale or disposition of assets, including any restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of any of the Capital Stock or assets of such Subsidiary;

(7) Additional Project Documents;

(8) Secured Indebtedness otherwise permitted to be incurred pursuant to Sections 4.09 and 4.12 that limit the right of the debtor to dispose of assets or incur Liens;

(9) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or consistent with industry practice or arising in connection with any Permitted Liens;

(10) provisions in agreements governing Indebtedness, Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors permitted to be incurred subsequent to the Issue Date pursuant to Section 4.09;

(11) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members or entered into in the ordinary course of business;

(12) customary provisions contained in leases, sub-leases, licenses, sub- licenses, Equity Interests or similar agreements, including with respect to intellectual property and other agreements;

(13) restrictions created in connection with any Qualified Securitization Facility or Receivables Financing Transaction that, in the good faith determination of the Issuer, are necessary or advisable to effect such Qualified Securitization Facility or Receivables Financing Transaction;

(14) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which the Issuer or any Restricted Subsidiary is a party entered into in the ordinary course of business or consistent with industry practice; provided that such agreement prohibits the encumbrance of solely the property or assets of the Issuer or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of the Issuer or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

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(15) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Issuer or any Restricted Subsidiary;

(16) customary provisions restricting assignment of any agreement;

(17) restrictions arising in connection with cash or other deposits permitted under Section 4.12;

(18) any other agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued pursuant to Section 4.09 entered into after the Issue Date that contains encumbrances and restrictions that either (i) are no more restrictive in any material respect, taken as a whole, with respect to the Issuer or any Restricted Subsidiary than (A) the restrictions contained in this Indenture, the Security Documents or the Senior Credit Facilities as of the Issue Date or (B) those encumbrances and other restrictions that are in effect on the Issue Date with respect to the Issuer or that Restricted Subsidiary pursuant to agreements in effect on the Issue Date, (ii) are not materially more disadvantageous, taken as a whole, to the Holders than is customary in comparable financings for similarly situated issuers or (iii) will not materially impair the Issuers’ ability to make payments on the Notes when due, in each case in the good faith judgment of the Issuer;

(19) (i) under terms of Indebtedness and Liens in respect of Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4) and any permitted refinancing in respect thereof, and (ii) agreements entered into in connection with a Sale and Lease- Back Transaction entered into in the ordinary course of business or consistent with industry practice;

(20) customary restrictions and conditions contained in documents relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this covenant;

(21) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of the Issuer or any other Restricted Subsidiary other than the assets and property of such Restricted Subsidiary;

(22) 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 (20) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive in any material respect with respect to such encumbrance and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

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(23) any encumbrance or restriction existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Issuer, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; and

(24) applicable law or any applicable rule, regulation or order in any jurisdiction where Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred or issued pursuant to Section 4.09 is incurred or issued.

SECTION 4.09. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Issuer will not, and will not permit any of the Restricted Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become directly or indirectly, liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock; provided that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Fixed Charge Coverage Ratio of the Parent Guarantor for the most recently ended Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) 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 application of proceeds therefrom had occurred at the beginning of such Test Period; provided, further that Restricted Subsidiaries that are not Guarantors or the Co-Issuer may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this paragraph if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of Restricted Subsidiaries that are not Guarantors or the Co-Issuer incurred or issued pursuant to this paragraph then outstanding, together with any principal amounts incurred or issued by such Restricted Subsidiaries that are not Guarantors or the Co-Issuer with respect to Indebtedness incurred pursuant to clause (14)(a) below and Refinancing Indebtedness in respect of any of the foregoing (excluding any Incremental Amounts), in each case then outstanding would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained), the greater of (x) $65.0 million and (y) 32.50% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (tested on a pro forma basis).

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(b) Section 4.09(a) will not apply to:

(1) the incurrence of Indebtedness pursuant to Credit Facilities (including the Notes issued on the Issue Date) by the Issuer or any Restricted Subsidiary and the issuance and creation of letters of credit thereunder (with letters of credit being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount not to exceed the sum of (a) $975.0 million and (b) the Permitted Incremental Amount; provided that any Indebtedness incurred under this Section 4.09(b)(1) may be extended, replaced, refunded, refinanced, renewed or defeased (including through successive extensions, replacements, refundings, refinancings, renewals and defeasances) with new Indebtedness so long as the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the sum of (x) the principal amount (or accreted value, if applicable) of the Indebtedness being so extended, replaced, refunded, refinanced, renewed or defeased (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness), plus (y) any accrued and unpaid interest on the Indebtedness being refinanced, plus (z) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the incurrence of such new Indebtedness or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness;

(2) [Reserved];

(3) the incurrence of Indebtedness by the Issuer and any Restricted Subsidiary in existence on the Issue Date (excluding Indebtedness incurred pursuant to Section 4.09(b)(1)), including the Existing Notes;

(4) (a) the incurrence of Attributable Indebtedness and (b) Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock incurred or issued by the Issuer or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified Stock and/or Preferred Stock incurred or issued and outstanding under this clause (4), together with any Refinancing Indebtedness incurred or issued and outstanding under Section 4.09(b)(13) in respect thereof at such time, not to exceed (as of the date such Indebtedness, Disqualified Stock and/or Preferred Stock is issued, incurred or otherwise obtained) the greater of (x) $100.0 million and (y) 50.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(5) Indebtedness incurred by the Issuer or any Restricted Subsidiary (a) constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into, or relating to obligations or liabilities incurred, in the ordinary course of business or consistent with industry practice, including in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or

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property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business or consistent with industry practice;

(6) the incurrence of Indebtedness arising from agreements of the Issuer or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(7) the incurrence of Indebtedness by the Issuer and owing to a Restricted Subsidiary or the issuance of Disqualified Stock of the Issuer to a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to any Restricted Subsidiary); provided that any such Indebtedness for borrowed money owing to a Restricted Subsidiary that is not a Guarantor or the Co-Issuer is expressly subordinated in right of payment to the Notes on customary terms; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) or issuance of such Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause (7);

(8) the incurrence of Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Issuer or any Restricted Subsidiary); provided that any such Indebtedness for borrowed money incurred by a Guarantor or the Co-Issuer and owing to a Restricted Subsidiary that is not a Guarantor or the Co-Issuer is expressly subordinated in right of payment to the Guarantee of the Notes of such Guarantor or the Obligations under the Notes of the Co-Issuer on customary terms; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any such subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8);

(9) the issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to the Issuer or any Restricted Subsidiary); provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to the Issuer or another Restricted Subsidiary or any pledge of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock is then outstanding) not permitted by this clause (9);

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(10) the incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

(11) the incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance, banker’s acceptance facilities and completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with industry practice, including those incurred to secure health, safety and environmental obligations;

(12) (a) the incurrence of Indebtedness or issuance of Disqualified Stock of the Issuer and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100.00% of the net cash proceeds received by the Issuer and the Restricted Subsidiaries since the Issue Date from the issue or sale of Equity Interests of the Issuer, the Co-Issuer and the Guarantors or contributions to the capital of the Issuer, the Co-Issuer and the Guarantors including through consolidation, amalgamation or merger (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any Restricted Subsidiary) as determined in accordance with Sections 4.07(a)(3)(B) and (3)(C) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to Section 4.07(a) or to make Permitted Investments (other than Permitted Investments specified in clause (1), (2) or (3) of the definition thereof); and

(b) the incurrence of Indebtedness or issuance of Disqualified Stock of the Issuer and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12)(b), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) (i) the greater of (x) $70.0 million and (y) 35.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis); plus, without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock;

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(13) the incurrence or issuance by the Issuer or any Restricted Subsidiary of Refinancing Indebtedness that serves to refund, refinance, extend, replace, renew or defease (collectively, “refinance” with “refinances,” “refinanced,” and “refinancing” having a correlative meaning) any Indebtedness (including any Designated Revolving Commitments) incurred or Disqualified Stock or Preferred Stock issued as permitted under Section 4.09(a) and Sections 4.09(b)(2), (3), (4) and (12)(a), this Section 4.09(b)(13) and Section 4.09(b)(14) or any successive Refinancing Indebtedness with respect to any of the foregoing;

(14) the incurrence or issuance of (a) Indebtedness or Disqualified Stock of the Issuer or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary incurred or issued to finance an acquisition or investment (or other purchase of assets) or that is assumed by the Issuer or any Restricted Subsidiary in connection with such acquisition or investment (or other purchase of assets); and (b) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into, amalgamated or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that in the case of the preceding clauses (a) and (b), either:

(i) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test; or

(ii) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Fixed Charge Coverage Ratio of the Parent Guarantor for the most recent Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause (ii)) would be no less than the Fixed Charge Coverage Ratio immediately prior to giving effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, in each case, 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 application of proceeds therefrom had occurred at the beginning of such Test Period;

provided, further that, with respect to Indebtedness incurred pursuant to clause (14)(a), Restricted Subsidiaries that are not Guarantors or the Co-Issuer may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this clause (14) if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of such Restricted Subsidiaries incurred or issued pursuant to this clause (14) then outstanding, together with any principal amounts incurred or issued by such

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Restricted Subsidiaries under Section 4.09(a) and any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), in each case then outstanding would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $65.0 million and (II) 32.50% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(15) the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with industry practice;

(16) the incurrence of Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to any Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(17) (a) the incurrence of any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligation incurred by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture, or (b) any co-issuance by the Issuer or any Restricted Subsidiary of any Indebtedness or other obligations of the Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations by the Issuer or such Restricted Subsidiary is permitted under the terms of this Indenture;

(18) the incurrence of Indebtedness issued by the Issuer or any Restricted Subsidiary to future, present or former employees, directors, officers, members of management, consultants and independent contractors thereof, their respective Controlled Investment Affiliates or Immediate Family Members and permitted transferees thereof, in each case to finance the purchase or redemption of Equity Interests of the Issuer or any Parent Company to the extent described in Section 4.07(b)(4);

(19) customer deposits and advance payments received in the ordinary course of business or consistent with industry practice from customers for goods and services purchased in the ordinary course of business or consistent with industry practice;

(20) the incurrence of (a) Indebtedness owed to banks and other financial institutions incurred in the ordinary course of business or consistent with industry practice in connection with ordinary banking arrangements to manage cash balances (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities) of the Issuer and the Restricted Subsidiaries and (b) Indebtedness in respect of Cash Management Services, including Cash Management Obligations;

(21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business or consistent with industry practice on arm’s-length commercial terms;

(22) the incurrence of Indebtedness of the Issuer or any Restricted Subsidiary consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business or consistent with industry practice;

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(23) the incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries that are not Guarantors or the Co-Issuer in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (23), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater of (a) $75.0 million and (b) 40.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(24) the incurrence of Indebtedness by the Issuer or any Restricted Subsidiary undertaken in connection with cash management (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities) with respect to the Issuer, any Subsidiaries or any joint venture in the ordinary course of business or consistent with industry practice, including with respect to financial accommodations of the type described in the definition of Cash Management Services;

(25) the incurrence of Indebtedness by the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes in accordance with this Indenture;

(26) guarantees incurred in the ordinary course of business or consistent with industry practice in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sub-licensees, and distribution partners;

(27) the incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions (whether actual, contingent or potential) with respect to any acquisition (by merger, consolidation or amalgamation or otherwise) in accordance with the terms of this Indenture;

(28) the incurrence of Indebtedness representing deferred compensation to employees of any Parent Company, the Issuer or any Restricted Subsidiary, including Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred in connection with any investment or any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Indenture;

(29) the incurrence of Indebtedness arising out of any Sale and Lease-Back Transaction incurred in the ordinary course of business or consistent with industry practice;

(30) the incurrence of Additional Project Indebtedness;

(31) the incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries that are not Guarantors to fund working capital requirements in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock

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and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (31), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater of (a) $25.0 million and (b) 12.50% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis);

(32) Qualified Securitization Facilities and, to the extent constituting Indebtedness, Receivables Financing Transactions;

(33) Indebtedness consisting of obligations of the Parent Guarantor, the Issuer, or any Restricted Subsidiary to pay any shortfall following application of incremental tax revenue payments paid against scheduled principal and interest payments of revenue allocation bonds or similar tax increment financing obligations incurred in connection with economic or infrastructure development projects undertaken by municipalities or similar public authorities in support of the operations of the Parent Guarantor, the Issuer or any other Restricted Subsidiary; and

(34) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (1) through (33) of this Section 4.09(b).

(c) For purposes of determining compliance with this Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (34) of Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the Issuer may, in its sole discretion, divide and classify (and later divide, classify, re-divide and re-classify) such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock (or a portion thereof) in such of the above clauses or under Section 4.09(a) as determined by the Issuer at such time; provided that all Indebtedness outstanding under the Credit Facilities and the Notes issued on the Issue Date will, at all times, be treated as incurred on the Issue Date under Section 4.09(b)(1) and may not be reclassified;

(2) the Issuer is entitled to divide and classify an item of Indebtedness, Disqualified Stock or Preferred Stock in more than one of the types of Indebtedness, Disqualified Stock or Preferred Stock described in Section 4.09(a) and Section 4.09(b), subject to the proviso to Section 4.09(c)(1);

(3) the principal amount of Indebtedness outstanding under any clause of this Section 4.09 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness;

(4) in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued pursuant to Section 4.09(b) (other than Sections 4.09(b)(1)(b) or (14) above) on the same date that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued under

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Section 4.09(a) or Sections 4.09(b)(1)(b) or (14), then the applicable Fixed Charge Coverage Ratio, or applicable leverage ratio, will be calculated with respect to such incurrence or issuance under Section 4.09(a) or Sections 4.09(b)(1)(b) or (14) without regard to any incurrence or issuance under Section 4.09(b) (other than with respect to any incurrence or issuance under Section 4.09(b)(1)(b) or (14)). Unless the Issuer elects otherwise, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock will be deemed incurred or issued first under Section 4.09(a) or Sections 4.09(b)(1)(b) or (14) to the extent permitted, with the balance incurred or issued under Section 4.09(b) (other than pursuant to Sections 4.09(b)(1)(b) or (14)); and

(5) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that are otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was incurred in compliance with this Section 4.09.

Accrual of interest or dividends or distributions, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends or distributions in the form of additional Indebtedness, Disqualified Stock or Preferred Stock and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, will, in each case, not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.09. Any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to Sections 4.09(b)(1), (2), (3), (4), (12), (13), (14) and (23) will be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay (I) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends on the Preferred Stock and any accrued and unpaid dividends on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (II) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under Designated Revolving Commitments, will be permitted to include an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, the U.S. dollar-equivalent principal amount of Indebtedness, liquidation preference of Disqualified Stock or amount of Preferred Stock denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness, Disqualified Stock or Preferred Stock was incurred or issued (or, in the case of revolving credit debt, the date such Indebtedness was first committed or first incurred (whichever yields the lower U.S. dollar equivalent)); provided that if such Indebtedness is incurred or Disqualified Stock or Preferred Stock is issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, as applicable, denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be

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deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness, Disqualified Stock or Preferred Stock does not exceed (1) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock, as applicable, being refinanced, extended, replaced refunded, renewed or defeased, plus (2) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (3) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under Designated Revolving Commitments, will be permitted to include an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).

The principal amount of any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, if incurred or issued in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock, as applicable, being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness, Disqualified Stock or Preferred Stock is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date will be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP.

The Issuers will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is contractually subordinated in right of payment to any Indebtedness of the Issuer or the Co-Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is contractually subordinated to other Indebtedness of the Issuer or the Co-Issuer or such Guarantor, as the case may be.

For purposes of this Indenture, (1) unsecured Indebtedness will not be deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, (2) Indebtedness will not be deemed to be subordinated or junior to any other Indebtedness merely because it is issued or guaranteed by other obligors and (3) Secured Indebtedness will not be deemed to be subordinated or junior to any other Secured Indebtedness merely because it has a junior priority lien with respect to the same collateral.

If any Indebtedness is incurred, or Disqualified Stock or Preferred Stock is issued, in reliance on a basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing thereof would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such newly incurred Indebtedness, the liquidation preference of such newly issued Disqualified Stock or the amount of such newly issued Preferred Stock does not exceed the sum of (i) the

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principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock (and, with respect to Indebtedness under Designated Revolving Commitments, will be permitted to include an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness).

SECTION 4.10. Asset Sales.

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, consummate an Asset Sale, unless:

(1) the Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75.00% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by the Issuer or a Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this Section 4.10(a)(2):

(A) any liabilities (as shown on the Issuer’s or any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Issuer’s or a Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes or any Guarantor’s Guarantee of the Notes, that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Issuer or a Restricted Subsidiary);

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(B) any securities, notes or other obligations or assets received by the Issuer or a Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are converted by the Issuer or a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale;

(C) any Designated Non-Cash Consideration received by the Issuer or a Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $60.0 million and (y) 30.00% of Consolidated EBITDA of the Parent Guarantor for the most recently ended Test Period (calculated on a pro forma basis), with the fair market value of each item of Designated Non-Cash Consideration being measured, at the Issuer’s option, either at the time of contractually agreeing to such Asset Sale or at the time received and, in either case, without giving effect to subsequent changes in value;

(D) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Issuer or a Restricted Subsidiary), to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; and

(E) any Investment, Capital Stock, assets, property or capital or other expenditure of the kind referred to in Section 4.10(b)(2).

(b) Within 450 days after the receipt of any Net Proceeds of any Asset Sale (as may be extended pursuant to clause (2) below, the “Asset Sale Proceeds Application Period”), the Issuer or a Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale:

(1) to repay:

(A) Obligations in respect of Credit Facilities (including the Senior Credit Facilities) incurred under Section 4.09(b)(1) and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto, and any other Pari Passu Indebtedness of the Issuer or any Restricted Subsidiary, and, if the Pari Passu Indebtedness being repaid are revolving obligations, to correspondingly reduce commitments with respect thereto; provided that if the Issuer or any Restricted Subsidiary will so repay any such Indebtedness other than the Notes, the Issuers will reduce Obligations under the Notes on a pro rata basis by, at their option, (i) redeeming Notes as described under Section 3.07, (ii) purchasing Notes through open-market purchases, at a price equal to (or higher than) 100.00% of the principal amount thereof, or (iii) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a pro rata basis with such other Indebtedness for no less than 100.00% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of Notes to be repurchased to the date of repurchase; or

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(B) Obligations in respect of Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Obligations owed to the Issuer or a Restricted Subsidiary;

provided that in the case of clause (A) above, (i) if an offer to purchase any Indebtedness of the Issuer or any Restricted Subsidiary is made, such amount will be deemed repaid to the extent of the amount of such offer, whether or not accepted by the holders of such Indebtedness, and no Net Proceeds in the amount of such offer will be deemed to exist following such offer, and (ii) if the holder of any Indebtedness of the Issuer or any Restricted Subsidiary declines the repayment of such Indebtedness owed to it from such Net Proceeds, such amount will be deemed repaid to the extent of the declined Net Proceeds; or

(2) to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures, (c) other expenditures made in connection with the construction or development of facilities operated or to be operated by the Issuer or a Restricted Subsidiary, (d) acquisitions of properties (including fee and leasehold interests) or (e) acquisitions of other assets, other than securities, in the case of clauses (a), (d) and this clause (e), either (i) that are or will be used or useful in a Similar Business or (ii) that replace, in whole or in part, the properties or assets that are the subject of such Asset Sale (provided that such properties or assets or Capital Stock shall be pledged as Collateral under the Security Documents and in accordance with the Indenture within the time period required to the extent the assets disposed of constituted Collateral); provided that in the case of this clause (2), a binding commitment will be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or a 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 (or, if later, 450 days after the receipt of such Net Proceeds) (an “Acceptable Commitment”) and, in the event that any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Issuer or a Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination (or, if later, 450 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 will constitute Excess Proceeds (as defined below); or

(3) any combination of the foregoing.

(c) Notwithstanding the foregoing, (i) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to the foregoing (a “Foreign Disposition”) would be prohibited or delayed by applicable local law if distributed by the Foreign Subsidiary to the Issuer or any Guarantor, as applicable (either directly or indirectly through the applicable Subsidiaries), an amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant;

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provided that if such distribution would be permitted under the applicable local law, an amount equal to such Net Proceeds permitted to be distributed will be applied in compliance with this covenant (net of any additional taxes that would be payable or reserved against if there was such a distribution of such Net Proceeds) and (ii) to the extent that the Issuer has determined in good faith that the distribution by the applicable Foreign Subsidiary of any or all of the Net Proceeds of any Foreign Disposition to the Issuer or Guarantor, as applicable (either directly or indirectly through the applicable Subsidiaries) could have an adverse tax consequence to Issuer or Parent Guarantor, or any of their respective Subsidiaries, Affiliates or direct or indirect owners (which for the avoidance of doubt, includes, but is not limited to, the incurrence of a tax liability, including as a result of an actual or deemed dividend or withholding tax), the amount equal to the Net Proceeds so affected will not be required to be applied in compliance with this covenant. For the avoidance of doubt, nothing in this Indenture shall be construed to require any Subsidiary that is not a Domestic Subsidiary to repatriate cash.

(d) The amount equal to the Net Proceeds from Asset Sales, that are not invested or applied as provided and within the time period set forth in Section 4.10(b) (it being understood that an amount equal to any portion of such Net Proceeds used to make an offer to purchase Notes pursuant to Section 4.10(b)(1)(A) will be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers will make an offer to all Holders and, at the option of the Issuers, to any holders of any Indebtedness that is secured equally and ratably by Liens on the Collateral having the same priority as the Liens securing the Notes and the Guarantees (“Pari Passu Indebtedness” and such offer, an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is in an amount equal to at least $2,000, or an integral multiple of $1,000 in excess of $2,000, that may be purchased with an amount equal to the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100.00% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such other price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 (or, in respect of such Pari Passu Indebtedness, the agreement or instrument governing the terms thereof). The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within thirty days after the date that the amount of Excess Proceeds exceeds $50.0 million by mailing or electronically delivering the notice required pursuant to Section 3.09, with a copy to the Trustee, or otherwise in accordance with Applicable Procedures. The Issuers may satisfy the foregoing obligation with respect to any Net Proceeds from an Asset Sale by making an offer to purchase Notes with respect to the amount of all or part of the available Net Proceeds (the “Advance Portion”) prior to the expiration of the Asset Sale Proceeds Application Period with respect to the amount of all or a part of the available Net Proceeds in advance of being required to do so by this Indenture (the “Advance Offer”).

To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or in the case of an Advance Offer, the Advance Portion), the Issuer and the Restricted Subsidiaries may use any remaining Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) in any manner not prohibited by this Indenture (any such remaining Excess Proceeds and Advance Portion amount, “Declined Excess Proceeds”). If the aggregate principal amount (or accreted value, as applicable) of Notes and/or the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds (or in the case of an Advance Offer, the Advance Portion), the Trustee will select the Notes to be purchased in the manner described under Section 3.02 and the Issuers will select such Pari Passu Indebtedness to

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be purchased pursuant to the terms of such Pari Passu Indebtedness; provided that as between the Notes and any Pari Passu Indebtedness, such purchases will be made on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered with adjustments as necessary so that no Notes or Pari Passu Indebtedness will be repurchased in part in an unauthorized denomination. Upon completion of any such Asset Sale Offer, for purposes of this provision the amount of Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) that resulted in the Asset Sale Offer or Advance Offer will be reset to zero (regardless of whether there are any remaining Excess Proceeds (or Advance Portion) upon such completion). An Asset Sale Offer or Advance Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Asset Sale Offer or Advance Offer may not condition tenders on the delivery of such consents).

(e) Pending the final application of the amount of any Net Proceeds pursuant to this Section 4.10, such amount of Net Proceeds may be applied to temporarily reduce Indebtedness outstanding under a revolving credit facility, including under the Senior Credit Facilities, or otherwise invested in any manner not prohibited by this Indenture.

(f) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer or Advance Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations described in this Indenture by virtue thereof.

(g) The Issuers’ obligation to make an offer to repurchase the Notes pursuant to this Section 4.10 may be waived or modified with the written consent of the Holders of a majority in principal amount of the then outstanding Notes.

SECTION 4.11. Transactions with Affiliates.

(a) The Issuer will not, and will not permit any Restricted Subsidiary 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 Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $15.0 million, unless:

(1) such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to the Issuer or the relevant Restricted Subsidiaries than those that would have been obtained at such time in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person other than an Affiliate of the Issuer on an arm’s-length basis or, if in the good faith judgment of the Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Issuer or such Restricted Subsidiary from a financial point of view; and

(2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions requiring aggregate payments or consideration in excess of $30.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with Section 4.11(a)(1).

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(b) Section 4.11(a) will not apply to the following:

(1) (a) transactions between or among the Issuer and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (b) any merger, consolidation or amalgamation of the Issuer and any Parent Company; provided that such merger, consolidation or amalgamation of the Issuer is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose;

(2) (a) Restricted Payments permitted by Section 4.07 hereof (including any transaction specifically excluded from the definition of the term “Restricted Payments,” including pursuant to the exceptions contained in the definition thereof and the parenthetical exclusions of such definition), but excluding any Restricted Payment permitted by Section 4.07(b)(14)(G), (b) any “Permitted Investments” or any acquisition otherwise permitted by this Indenture and (c) Indebtedness permitted by Section 4.09;

(3) (a) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees, officers, directors, managers, consultants or independent contractors or guarantees in respect thereof for bona fide business purposes or in the ordinary course of business or consistent with industry practice, (b) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former or future officers, directors, employees, managers, consultants and independent contractors of the Issuer or any of its Subsidiaries or of any Parent Company and (c) any payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers current, former or future officers, directors, employees, managers, consultants and independent contractors of the Issuer or any of its Subsidiaries or any Parent Company;

(4) the payment of fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to, or on behalf of, or for the benefit of, present, future or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of the Issuer, any Parent Company or any Restricted Subsidiary;

(5) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms, when taken as a whole, are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer on an arm’s-length basis;

(6) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any agreement as in effect as of the Issue Date, or any amendment thereto or replacement thereof (so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Board of Directors to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

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(7) the existence of, or the performance by the Issuer or any Restricted Subsidiary of its obligations under the terms of, any equity holder agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto and similar agreements or arrangements that it may enter into thereafter; provided that the existence of, or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or arrangement or under any similar agreement or arrangement entered into after the Issue Date will only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement or arrangement are not otherwise materially disadvantageous in the good faith judgment of the Board of Directors to the Holders when taken as a whole (as compared to the original agreement or arrangement in effect on the Issue Date);

(8) cash payments and in-kind donations to the Chobani Foundation and the Tent Foundation, made in the ordinary course;

(9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business or consistent with industry practice and otherwise in compliance with the terms of this Indenture that are fair to the Issuer and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance, sale or transfer of Equity Interests (other than Disqualified Stock) of the Issuer or any Parent Company to any Person and the granting and performing of customary rights (including registration rights) in connection therewith, and any contribution to the capital of the Issuer;

(11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility and any other transaction effected in connection with a Qualified Securitization Facility or a financing related thereto;

(12) payments by the Issuer or any Restricted Subsidiary made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by, or made pursuant to arrangements approved by, a majority of the Board of Directors in good faith;

(13) payments with respect to Indebtedness, Disqualified Stock and other Equity Interests (and cancellation of any thereof) of the Issuer, any Parent Company and any Restricted Subsidiary and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of the Issuer, any of its Subsidiaries or any Parent Company pursuant to any management equity

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plan or stock option plan or any other management or employee benefit plan or agreement or any equity subscription or equity holder agreement that are, in each case, approved by the Issuer in good faith; and any employment agreements, severance arrangements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) that are, in each case, approved by the Issuer in good faith;

(14) (a) investments by Affiliates in securities or Indebtedness of the Issuer or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by the Issuer or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (b) payments to Affiliates in respect of securities or Indebtedness of the Issuer or any Restricted Subsidiary contemplated in the foregoing subclause (a) or that were acquired from Persons other than the Issuer and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities or Indebtedness;

(15) payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business or consistent with past practice, industry practice or industry norms (including, any cash management activities related thereto);

(16) payments by the Issuer (and any Parent Company) and its Subsidiaries pursuant to tax sharing agreements among the Issuer (and any Parent Company) and its Subsidiaries; provided that in each case the amount of such payments by the Issuer and its Subsidiaries are permitted under Section 4.07(b)(14);

(17) any lease entered into between the Issuer or any Restricted Subsidiary, as lessee, and any Affiliate of the Issuer, as lessor, and transactions pursuant to that lease which lease is approved by the Board of Directors or senior management of the Issuer in good faith;

(18) intellectual property licenses in the ordinary course of business or consistent with industry practice;

(19) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equity holders of the Issuer or any Parent Company pursuant to any equity holders agreement or registration rights agreement entered into on or after the Issue Date;

(20) transactions permitted by, and complying with, Section 5.01 solely for the purpose of (a) reorganizing to facilitate any initial public offering of securities of the Issuer or any Parent Company, (b) forming a holding company or (c) reincorporating the Issuer or the Co-Issuer in a new jurisdiction;

(21) transactions undertaken in good faith (as determined by the Board of Directors or certified by senior management of the Issuer in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Issuer and the Restricted Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture;

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(22) (a) transactions with a Person that is an Affiliate of the Issuer (other than an Unrestricted Subsidiary) solely because the Issuer or any Restricted Subsidiary owns Equity Interests in such Person and (b) transactions with any Person that is an Affiliate solely because a director or officer of such Person is a director or officer of the Issuer, any Restricted Subsidiary or any Parent Company;

(23) (a) pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (b) any transactions with an Affiliate in which the consideration paid consists solely of Equity Interests of the Issuer or a Parent Company;

(24) the sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer;

(25) investments by the Parent Company in securities or Indebtedness of the Issuer or the Co-Issuer or any Guarantor; and

(26) payments on the Notes in accordance with this Indenture and payments of Obligations under any Credit Facility and payments in respect of Obligations under other Indebtedness, Disqualified Stock or Preferred Stock of the Issuer and its Subsidiaries held by Affiliates; provided that such Obligations were acquired by an Affiliate of the Issuer in compliance with this Indenture.

SECTION 4.12. Liens. The Issuers will not, and will not permit any Guarantor to, create, incur or assume any Lien (except Permitted Liens) that secures Obligations under any Indebtedness or any related guarantee of Indebtedness, on any asset or property of the Issuer or the Co-Issuer or any Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless, in the case of any Liens on assets that do not constitute Collateral:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens until such time as such Subordinated Indebtedness is no longer secured by such Liens; and

(2) in all other cases, the Notes or Guarantees are equally and ratably secured until such time as such Obligations are no longer secured by such Liens.

For purposes of determining compliance with this Section 4.12, (A) a Lien need not be incurred solely by reference to one category of Permitted Liens described in the definition thereof but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Issuer may, in its sole discretion, be entitled to divide or classify (and later divide, classify, re-divide and re-classify), in whole or in part, any such Lien (or any portion thereof) among one or more of such categories or clauses in any manner.

Any Lien created for the benefit of Holders pursuant to this Section 4.12 will be deemed automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (1) and (2) of this Section 4.12 or upon such Liens no longer attaching to assets or property of the Issuer or the Co-Issuer or a Guarantor.

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The expansion of Liens by virtue of accretion or amortization of original issue discount, the payment of dividends in the form of Indebtedness and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this covenant.

SECTION 4.13. Company Existence. Subject to Article V hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its organizational existence, and the corporate, partnership or other organizational 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 Issuer or any such Restricted Subsidiary; provided that the Issuer shall not be required to preserve the corporate, partnership or other organizational existence of its Restricted Subsidiaries, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and the Restricted Subsidiaries, taken as a whole.

SECTION 4.14. Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuers have previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07, the Issuers will make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.00% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date prior to such repurchase.

Within 60 days following any Change of Control, the Issuers will send notice of such Change of Control Offer electronically or by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder at such Holder’s registered address or otherwise in accordance with the Applicable Procedures, with the following information:

(1) a Change of Control Offer is being made pursuant to this Section 4.14 and all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 20 Business Days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control) in the event that the occurrence of the Change of Control is delayed;

(3) any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) unless the Issuers default 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 on the Change of Control Payment Date;

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(5) Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent at the address specified in the notice or otherwise in accordance with the Applicable Procedures, prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes; provided that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter or other notice in accordance with the Applicable Procedures setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered; provided that the unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000;

(8) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control and describing each such condition, and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuers in their sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuers in their sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that payment of the purchase price and performance of the Issuers’ obligations with respect to such purchase may be performed by another Person; and

(9) the other instructions, as determined by the Issuer, consistent with this Section 4.14, that a Holder must follow in order to have its Notes repurchased.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuers pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations described in this Indenture by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law:

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

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(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof validly tendered and not validly withdrawn; and

(3) deliver, or cause to be delivered, to the Trustee (a) an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers and (b) at the Issuers’ option, the Notes so accepted for cancellation.

(c) The Issuers will not be required to make a Change of Control Offer following a Change of Control if 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 Indenture applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not validly withdrawn under such Change of Control Offer.

(d) A Change of Control Offer may be made in advance of a Change of Control and 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.

(e) A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture, Notes and/or Guarantees (but the Change of Control Offer may not condition tenders on the delivery of such consents).

(f) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to Sections 3.02, 3.05 and 3.06, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.

(g) The Issuers’ obligation to make an offer to repurchase the Notes pursuant to this Section 4.14 may be waived or modified (at any time, including after a Change of Control) with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

SECTION 4.15. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. The Issuer will not permit any Wholly-Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Issuer or the Co-Issuer or any Guarantor), other than the Co-Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the Issuer or the Co-Issuer or any Guarantor under the Senior Credit Facilities incurred under Section 4.09(b)(1) or (ii) Capital Markets Indebtedness of the Issuer or the Co-Issuer or any Guarantor, in each case, having an aggregate principal amount outstanding in excess of $25.0 million unless:

(1) such Restricted Subsidiary within 30 days executes and delivers to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or the Co-Issuer or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes and delivers such Security Documents as may be necessary to grant Liens on its assets (other than Excluded Assets); and

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(2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of this Section 4.15 and such Guarantee may be released at any time in the Issuer’s sole discretion.

SECTION 4.16. Suspension of Covenants.

(a) During any period of time that (i) the Notes have an Investment Grade Rating 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” and the date thereof being referred to as the “Suspension Date”), the Guarantees will be automatically and unconditionally released and discharged (subject to reinstatement pursuant to clause (f) below) and the Issuer and the Restricted Subsidiaries will not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.15, Section 5.01(a)(1)(d) and 5.01(b) hereof shall not be applicable to the Notes (collectively, the “Suspended Covenants”).

(b) During a Suspension Period (as defined below), the Issuer may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to the second sentence of the definition of “Unrestricted Subsidiary.”

(c) In the event that the Issuer and the 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”) the Notes no longer have an Investment Grade Rating, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events. The period of time between the Suspension Date and the Reversion Date is referred to in this Indenture as the “Suspension Period.” Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds will be reset to zero for purposes of Section 4.10.

(d) In the event of any such reinstatement, no action taken or omitted to be taken by the Issuer or any Restricted Subsidiary or events occurring prior to such reinstatement with respect to any of the Suspended Covenants will give rise to a Default or Event of Default under this Indenture with respect to the Notes; provided that

(1) with respect to Restricted Payments made after the Reversion Date, the amount of Restricted Payments made will be calculated as though Section 4.07 had been in effect prior to, but not during, the Suspension Period;

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(2) 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 4.09(b)(3);

(3) any Affiliate Transaction entered into after the Reversion Date pursuant to an agreement entered into during any Suspension Period will be deemed to be permitted pursuant to Section 4.11(b)(6);

(4) any encumbrance or restriction on the ability of any Restricted Subsidiary that is not a Guarantor to take any action described in Section 4.08(a) that becomes effective during any Suspension Period will be deemed to be permitted pursuant to Section 4.08(b)(1); and

(5) no Subsidiary of the Issuer will be required to comply with Section 4.15 after the Reversion Date with respect to any guarantee entered into by such Subsidiary during any Suspension Period;

(6) all Liens permitted to be created, incurred or assumed during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as permitted under clause (10) of the definition of “Permitted Liens”; and

(7) all Investments made during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that they are classified as Permitted Investments permitted under clause (5) of the definition of “Permitted Investments.”

(e) Notwithstanding that the Suspended Covenants may be reinstated after the Reversion Date, (i) no Default, Event of Default or breach of any kind will be deemed to exist under this Indenture, the Notes or the Guarantees with respect to the Suspended Covenants, and none of the Issuer or any of the Restricted Subsidiaries will bear any liability for any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising during a Suspension Period, in each case, as a result of a failure to comply with the Suspended Covenants during the Suspension Period (or, upon termination of the Suspension Period or after that time, based on any action taken or event that occurred during the Suspension Period) and (ii) following a Reversion Date, the Issuer and each Restricted Subsidiary will be permitted, without causing a Default or Event of Default, to honor, comply with or otherwise perform any contractual commitments or obligations arising during any Suspension Period (that were permitted to be entered into at such time) and to consummate any transactions contemplated thereby.

(f) During the Suspension Period, the Guarantees will be automatically and unconditionally released and discharged and the obligation to grant further Guarantees will be suspended. Upon the Reversion Date, the obligation to grant Guarantees pursuant to Section 4.15 will be reinstated (and the Reversion Date will be deemed to be the date on which any guaranteed Indebtedness was incurred for purposes of Section 4.15).

(g) The Trustee shall have no duty to (i) monitor the ratings of the Notes, (ii) determine whether a Covenant Suspension Event or Reversion Date has occurred, or (iii) notify Holders of any of the foregoing.

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SECTION 4.17. Limitations on Activities of the Co-Issuer. The Co-Issuer shall not hold any material assets, become liable for any material obligations, engage in any trade or business, or conduct any business activity, other than (1) the issuance of its Capital Stock to the Issuer or any Wholly-Owned Restricted Subsidiary, (2) the incurrence of Indebtedness as a co-obligor or guarantor, as the case may be, of the Notes, any Credit Facility and any other Indebtedness that is permitted to be incurred pursuant to Section 4.09 and (3) activities incidental thereto.

SECTION 4.18. Limitation on Activities of the Parent Guarantor. The Parent Guarantor shall not engage in any operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event:

(1) the Parent Guarantor’s ownership of the Equity Interests of the Issuer and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests;

(2) the maintenance of the Parent Guarantor’s legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance);

(3) the performance of the Parent Guarantor’s obligations as a guarantor and pledgor with respect to the Credit Facilities or any other documents governing Indebtedness of the Issuer or any other Subsidiary of the Issuer, including but not limited to, the incurrence of Indebtedness and Liens solely in respect of the performance of such obligations;

(4) any public offering of the Parent Guarantor’s common equity or any other issuance or sale of its Equity Interests (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Equity Interest);

(5) the Parent Guarantor’s receipt and payment of dividends and distributions or making contributions to the capital of the Issuer or its other Subsidiaries;

(6) the Parent Guarantor’s filing of tax reports and paying taxes and other customary obligations in the ordinary course (and contesting any taxes);

(7) the Parent Guarantor’s participating in tax, accounting and other administrative matters with respect to the Issuer or its other Subsidiaries and the provision of administrative and advisory services (including treasury and insurance services) to the Issuer or its other Subsidiaries;

(8) the Parent Guarantor holding any cash or property (not including the Parent Guarantor’s operation of any property);

(9) the Parent Guarantor providing indemnification to officers, directors, members of management, managers, employees, consultants or independent contractors;

(10) the Parent Guarantor’s merging, amalgamating or consolidating with or into any Person (in compliance with Article V hereof);

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(11) the Parent Guarantor’s activities incidental to Permitted Investments consummated by the Issuer and the other Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Investments or similar Investments;

(12) any transaction of the Parent Guarantor with the Issuer or any Restricted Subsidiary to the extent expressly permitted under this Indenture;

(13) the Parent Guarantor preparing reports to Governmental Authorities and to its shareholders;

(14) the Parent Guarantor holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure;

(15) the Parent Guarantor complying with applicable law;

(16) the Parent Guarantor’s activities relating to any management equity plan, stock option plan or any other management or employee benefit plan;

(17) the performance of the Parent Guarantor’s obligations under this Indenture and its Guarantee; and

(18) any activities incidental or reasonably related to the foregoing.

SECTION 4.19. No Impairment of the Security Interests. No Issuer nor any of the Guarantors will be permitted to take any action, or knowingly omit to take any action, which action or omission would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Secured Parties, it being understood that any release of Collateral as permitted by this Indenture and the Security Documents will not be deemed to impair such security interests.

SECTION 4.20. Further Assurances. (a) The Issuers and each Guarantor shall execute any and all further documents, financing statements, agreements and instruments, and take all such further actions that may be required under any applicable law, or that the Collateral Agent may reasonably request, to ensure that the Liens of the Security Documents on the Collateral remain perfected with the priority contemplated thereby, all at the expense of the Issuers and Guarantors and provide to the Collateral Agent and the Trustee, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent and the Trustee (it being understood that any such evidence that is reasonably satisfactory to the Credit Facility Agent shall be deemed satisfactory to the Collateral Agent and the Trustee, as applicable) as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b) No Issuer or Guarantor will be required to take steps to perfect the security interests granted by the Security Agreement (including security interests in investment property and fixtures) by any means other than by (1) delivering certificated securities and instruments, in which a security interest can be perfected by physical control, in each case to the extent required under the Security Agreement, (2) filing financing statements under the Uniform Commercial Code of any applicable jurisdiction, (3) making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office, (4) filings in the applicable real

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estate records with respect to mortgaged real property securing the Notes (or any fixtures related thereto) to the extent required by the Security Documents or (5) in the case of Collateral that consists of commercial tort claims having a value in excess of $5,000,000, notifying the Collateral Agent thereof if any Issuer or Guarantor has filed complaint(s) in court(s) of competent jurisdiction and granting to the Collateral Agent a security interest therein pursuant to the Security Documents; provided that the requirement in clause (5) shall not apply to the extent such Issuer or Guarantor shall have previously notified the Collateral Agent with respect to any previously held or acquired Commercial Tort Claim. No Issuer or Guarantor is required to (i) take any action required by the Laws of any non-U.S. jurisdiction in order to create any security interests in any assets or to perfect or make enforceable such security interests in any assets (including any intellectual property registered or applied for in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction) or (ii) establish the Collateral Agent’s “control” over any assets (other than in respect of any promissory note in excess of $5.0 million, Indebtedness of any Restricted Subsidiary that is not a Guarantor that is owing to any Issuer or Guarantor (which shall be evidenced by an intercompany note and pledged to the Collateral Agent) and certificated Equity Interests of the wholly owned Material Subsidiaries otherwise required to be pledged pursuant to the Security Documents). There shall be no (x) Guarantees governed under the laws of any non-U.S. jurisdiction, (y) requirement to obtain any landlord waivers, estoppels or collateral access letters or (z) requirement to perfect a security interest in any letter of credit rights, other than by the filing of a UCC financing statement.

(c) Notwithstanding Section 4.20(a), with respect to any Material Real Property as of the Issue Date, the Issuer will use commercially reasonable efforts to deliver to the Collateral Agent as soon as practicable, and in any event, within ninety (90) days of the Issue Date, the following with respect to such Material Real Property:

(1) a Mortgage (or a modification to an existing Mortgage securing the obligations under the Senior Credit Facilities (each, a “Mortgage Modification”)), in each case in form and substance reasonably satisfactory to the Collateral Agent (it being understood that any Mortgage that is in form and substance reasonably satisfactory to the Credit Facility Agent shall be deemed reasonably satisfactory to the Collateral Agent);

(2) evidence that counterparts of the Mortgage (or Mortgage Modification) have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that are reasonably necessary or desirable in order to create (or continue) a valid and subsisting perfected Lien on such Material Real Property in favor or for the benefit of the Collateral Agent for the benefit of the Secured Parties (or the Credit Facility Agent or a third party mortgage collateral agent for the benefit of the First-Priority Secured Parties) (and any other parties secured on a pari passu basis)) and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (it being understood that if such filing and recording taxes and fees have been paid or otherwise provided for to the reasonable satisfaction of the Credit Facility Agent, the same shall be deemed reasonably satisfactory to the Collateral Agent);

(3) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) or a date down and modification endorsement to an existing lender’s policy of title insurance delivered to the Credit Facility Agent (an “Endorsement”), in each case, in form and substance reasonably acceptable to the Collateral Agent (it being understood that any Mortgage Policies and Endorsements that are in form and substance reasonably satisfactory to the Credit Facility Agent shall be deemed reasonably satisfactory to the Collateral Agent);

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(4) a customary Opinion of Counsel in the jurisdiction in which such Material Real Property is located, with respect to (A) the enforceability and perfection of the Mortgage (or Mortgage Modification) and any related fixture filings and (B) the authorization, execution and delivery of the Mortgage (or Mortgage Modification), in form and substance reasonably satisfactory to the Collateral Agent (it being understood that any Opinion that is in form and substance reasonably satisfactory to the Credit Facility Agent shall be deemed reasonably satisfactory to the Collateral Agent); and

(5) an American Land Title/American Congress on Surveying and Mapping survey for such Material Real Property or an existing survey together with a “no change” affidavit, in each case sufficient for the title insurance company issuing a Mortgage Policy or Endorsement to remove the standard survey exception and issue standard survey related endorsements.

SECTION 4.21. Maintenance of Properties and Insurance. (a) The Issuer will cause all material properties and equipment used or useful in the operation of its business or the business of any of the Guarantors to be maintained and kept in good working order, repair and condition, ordinary wear and tear and casualty and condemnation excepted, as is necessary in the reasonable judgment of the Issuer; provided that nothing in this Section 4.21 prevents the Issuer or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Issuer, desirable in the conduct of the business of the Issuer and the Restricted Subsidiaries taken as a whole and such disposal otherwise complies with this Indenture.

(b) The Issuer will provide or cause to be provided, for itself and the Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds customarily insured against by companies similarly situated and owning like properties, including, but not limited to, products liability insurance and public liability insurance, with reputable insurers, in such amounts, with such deductibles and by such methods as are customary for companies similarly situated in the industry in which the Issuer and its Restricted Subsidiaries are then conducting business.

ARTICLE V

SUCCESSORS

SECTION 5.01. Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets.

(a) Neither the Issuer nor the Co-Issuer may consolidate, amalgamate or merge with or into or wind up into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to any Person unless:

(1) (a) the Issuer or the Co-Issuer, as applicable, is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Issuer or the Co-Issuer, as applicable), or to which such sale, assignment, transfer, lease, conveyance or other disposition is made, is a Person organized or existing

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under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation;

(b) the Successor Company, if other than the Issuer or the Co-Issuer, as applicable, expressly assumes all the obligations of the Issuer or the Co-Issuer, as applicable, under the Indenture, the Notes, the Security Documents, and any Intercreditor Agreement pursuant to supplemental indentures or other customary documents or instruments, as applicable;

(c) immediately after such transaction, no Default exists;

(d) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the most recently ended Test Period, either:

(i) the Issuer (or Successor Company, as applicable) would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Test, or

(ii) the Fixed Charge Coverage Ratio for the Issuer (or Successor Company, as applicable) would be equal to or greater than the Fixed Charge Coverage Ratio for the Issuer immediately prior to such transaction;

(e) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(a)(1)(b) will apply, will have by supplemental indenture or otherwise confirmed that its Guarantee applies to such Person’s obligations under this Indenture and the Notes; and

(f) the Issuer or the Co-Issuer, as applicable (or the Successor Company, as applicable), will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) the transaction is made in compliance with Section 4.10; or

(3) in the case of assets consisting of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries.

Notwithstanding clauses (c) through (f) of Section 5.01(a)(1),

(1) any Restricted Subsidiary may consolidate with, amalgamate with or merge with or into or wind up into or sell, assign, lease, convey, transfer or otherwise dispose of all or part of its properties and assets to the Issuer or any other Restricted Subsidiary,

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(2) the Issuer or the Co-Issuer may consolidate with, amalgamate with or merge with or into, or wind up into an Affiliate of the Issuer for the purpose of reincorporating the Issuer or the Co-Issuer in the United States, any state thereof, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby,

(3) the Issuer or the Co-Issuer may convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of the Issuer or the laws of a jurisdiction in the United States (and, if such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws), and

(4) the Issuer or the Co-Issuer or a Guarantor may change its name.

(b) Subject to Section 11.06, no Guarantor will, and the Issuer will not permit any Guarantor to, consolidate, amalgamate or merge with or into or wind up into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and such Guarantor’s related Guarantee and the Security Documents pursuant to supplemental indentures or other documents or instruments, as applicable;

(C) immediately after such transaction, no Default exists; and

(D) the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) in the case of a Subsidiary Guarantor, the transaction is made in compliance with, if applicable, Section 4.10; or

(3) in the case of assets consisting of Equity Interests of Subsidiaries that are not Guarantors, such Equity Interests are sold, assigned, transferred, leased, conveyed or otherwise disposed of to one or more Restricted Subsidiaries.

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(c) Notwithstanding the foregoing, any Guarantor may (1) merge, amalgamate or consolidate with or into, wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or part of its properties and assets to another Guarantor or the Issuer, (2) merge with an Affiliate of the Issuer for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof, (3) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or the laws of a jurisdiction in the United States, (4) liquidate or dissolve or change its legal form if the Issuer determines in good faith that such action is in the best interests of the Issuer and is not materially disadvantageous to the Holders of the Notes and (5) change its name.

SECTION 5.02. Successor Person Substituted. Upon any consolidation, amalgamation or merger, or any winding up, sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer or the Co-Issuer or a Guarantor in accordance with Section 5.01 hereof, the Successor Company or Successor Person formed by such consolidation or amalgamation or into or with which the Issuer or the Co-Issuer or such Guarantor, as applicable, is merged or to which such wind up, sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, amalgamation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture, the Security Documents, any Intercreditor Agreement, the Notes and the Guarantees referring to the Issuer or the Co-Issuer or such Guarantor, as applicable, shall refer instead to the Successor Company or Successor Person and not to the Issuer or the Co-Issuer or such Guarantor, as applicable), and may exercise every right and power of the Issuer or the Co-Issuer or such Guarantor, as applicable, under this Indenture, the Security Documents, any Intercreditor Agreement, the Notes and the Guarantees with the same effect as if such Successor Company or Successor Person had been named as the Issuer or the Co-Issuer or a Guarantor, as applicable, herein, and such Guarantor’s Guarantee and such Guarantor will be automatically released and discharged from its obligations hereunder, and, in the case of a predecessor Issuer or Co-Issuer shall automatically be released from its obligations thereunder; provided that the predecessor Issuer or Co-Issuer shall not be relieved from the obligations under this Indenture, the Notes and the Guarantees in the case of any lease.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on, or with respect to, the Notes;

(3) failure by the Issuer or the Co-Issuer or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less than 30.00% in principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) of this Section 6.01) contained in this Indenture, the Notes or the Security Documents;

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(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) or the payment of which is guaranteed by the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $40.0 million or more at any one time outstanding;

(5) failure by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $40.0 million (net of amounts covered by insurance policies), which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 consecutive days after such judgment becomes final;

(6) the Parent Guarantor, the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary), pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) 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;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

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(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders), would constitute a Significant Subsidiary), in a proceeding in which the Parent Guarantor, the Issuer or any such Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders), would constitute a Significant Subsidiary), is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders), would constitute a Significant Subsidiary), or for all or substantially all of the property of the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Parent Guarantor made available to the Holders), would constitute a Significant Subsidiary); or

(iii) orders the liquidation of the Parent Guarantor, the Issuer or any of the Significant Subsidiaries (or any group of Restricted Subsidiaries that, taken together (as of the latest consolidated financial statements of the Parent Guarantor made available to the Holders), would constitute a Significant Subsidiary);

and the order or decree remains unstayed and in effect for 60 consecutive days;

(8) the Guarantee of the Parent Guarantor or any Significant Subsidiary (or any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary) will for any reason cease to be in full force and effect except as contemplated by the terms of this Indenture or be declared null and void in a final non-appealable judgment of a court of competent jurisdiction or any Financial Officer of the Parent Guarantor, in the case of the Parent Guarantor, or any Financial Officer of any Guarantor that is a Significant Subsidiary (or the responsible officers of any group of Restricted Subsidiaries that taken together (as of the latest consolidated financial statements of the Issuer made available to the Holders) would constitute a Significant Subsidiary), in the case of a Significant Subsidiary, as the case may be, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of this Indenture or as expressly permitted by this Indenture, including as the result of a release of any such Guarantee in accordance with this Indenture; or

(9) any Security Document with respect to a material portion of the Collateral after delivery thereof pursuant to the provisions of Article X for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Indenture) ceases to create, or any Lien purported to be created by any Security Document shall be asserted in writing by the Issuers or any Guarantor (prior to the

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satisfaction of applicable conditions set forth in Section 10.04) not to be, a valid and perfected Lien with the priority required by such Security Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted to be incurred in accordance with the covenant set forth in Section 4.12 or the definition of “Permitted Liens”, except to the extent that any such loss of perfection or priority is not required pursuant to the provisions set forth in Article X or results from the failure of the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Security Documents, and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage.

SECTION 6.02. Acceleration. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 with respect to either Issuer) occurs and is continuing under this Indenture, the Trustee by written notice to the Issuers or the Holders of at least 30.00% in principal amount of the then total outstanding Notes by written notice to the Issuers and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. The Trustee will have no obligation to accelerate the Notes.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to either of the Issuers, all outstanding Notes shall be due and payable immediately without further action or notice.

The Holders of a majority of the 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 waive any existing Default and its consequences hereunder (except a continuing Default with respect to non-payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences if such rescission would not conflict with any judgment of a court of competent jurisdiction.

In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) will be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured, waived or is no longer continuing.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

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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 of a Note 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. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.02 hereof, Holders of 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 waive any existing Default and its consequences hereunder (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer). 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 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability.

SECTION 6.06. Limitation on Suits. Subject to Section 6.07 hereof, 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 30.00% in principal amount of the total outstanding Notes have requested in writing the Trustee to pursue the remedy;

(3) Holders of the Notes have offered (and if requested, provided) the Trustee security or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such written request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

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SECTION 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to bring suit for the enforcement of any payment of principal of, premium, if any, and interest on the Notes on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(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 Issuers for the whole amount of principal of, premium, if any, 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 6.09. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

SECTION 6.10. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.12. Trustee May File Proofs of Claim. The Trustee is authorized to 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 Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee on behalf of such Holder, 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 to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that

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the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained 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, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.13. Priorities. If the Trustee, the Collateral Agent or any Agent collects any money or property pursuant to this Article VI, (including upon any realization of any Lien upon Collateral), it shall, subject to the terms of the Security Documents and the Intercreditor Agreement, pay out the money or property in the following order:

(i) to the Trustee, the Agents, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or such Agent and the costs and expenses of collection;

(ii) to Holders for amounts due and unpaid on the Notes for principal, premium, if any, 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; and

(iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.13.

SECTION 6.14. 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 a 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 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture on behalf of the Holders, 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.

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(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of willful misconduct or bad faith, as determined by a court of competent jurisdiction, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, as determined by a court of competent jurisdiction, except that:

(i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) 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 6.02, 6.04 or 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01 and Section 7.01(f).

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered (and if requested, provide) to the Trustee indemnity or security satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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SECTION 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any document 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, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture and any Security Documents.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer thereof.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for 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.

(i) 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, the Collateral Agent (including in its capacity as the Notes Authorized Representative) and each other agent, custodian and other Person employed to act hereunder.

(j) [Reserved].

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(k) Delivery of 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 Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(l) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.

(m) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(n) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(o) The Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(p) For certain payments made pursuant to this Indenture, the Trustee may be required to make a “reportable payment” or “withholdable payment” and in such cases the Trustee shall have the duty to act as a payor or withholding agent, respectively, that is responsible for any tax withholding and reporting required under Chapters 3, 4, and 61 the Code. The Trustee shall have the sole right to make the determination as to which payments are “reportable payments” or “withholdable payments.” All parties to this Indenture shall provide an executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8 (or, in each case, any successor form) to the Trustee prior to closing, and shall promptly update any such form to the extent such form becomes obsolete or inaccurate in any respect. The Trustee shall have the right to request from any party to this Indenture, or any other Person entitled to payment hereunder, any additional forms, documentation or other information as may be reasonably necessary for the Trustee to satisfy its reporting and withholding obligations under the Code. To the extent any such forms to be delivered under this Section 7.02(p) are not provided prior to or by the time the related payment is required to be made or are determined by the Trustee to be incomplete and/or inaccurate in any respect, the Trustee shall be entitled to withhold on any such payments hereunder to the extent withholding is required under Chapters 3, 4, or 61 of the Code, and shall have no obligation to gross up any such payment.

SECTION 7.03. 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 Issuers or any of their Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.11 hereof.

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SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to Holders a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as it in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. [Reserved].

SECTION 7.07. Compensation and Indemnity. The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable out-of-pocket disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including court costs, reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the reasonable costs and expenses of enforcing this Indenture against the Issuer or the Co-Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or the Co-Issuer or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the reasonable fees and expenses of such counsel. Neither the Issuers nor any Guarantor need reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence, as determined by a court of competent jurisdiction in a final and non-appealable decision.

Neither the Issuers nor any Guarantor need pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

The obligations of the Issuers under this Section 7.07 and the immunities of the Trustee contained in Article VII shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

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To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing not less than 30 days prior to the effective date of such removal. The Issuers may remove the Trustee if:

(A) the Trustee fails to comply with Section 7.11 hereof;

(B) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(C) a custodian or public officer takes charge of the Trustee or its property; or

(D) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee All fees, costs, and expenses (including attorney’s fees and expenses) incurred in connection with such petition to be paid by the Issuer.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.11 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. 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; provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

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The resigning Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee.

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further action required (including the providing of notice) shall be the successor Trustee.

SECTION 7.10. Appointment of Co-Indenture Trustee or Separate Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any time, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of such trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, such title to the trust, or any part hereof, and subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 7.11 and no notice to Holders of the appointment of any co-trustee or separate trustee shall be required under Section 7.08 hereof.

(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

(1) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the trust created by this Indenture or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

(2) the Trustee shall not be liable for any act or omission of any separate trustee or co-trustee; and

(3) the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the rights to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

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(d) Any separate trustee or co-trustee may at any time constitute the Trustee its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

SECTION 7.11. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has, together with its parent, a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

SECTION 7.12. Rights of the Collateral Agent. The rights, privileges, protections, immunities and benefits granted to the Trustee under the Indenture and the Security Documents, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent as if the Collateral Agent were named as the Trustee herein.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied and have Liens, if any, on the Collateral securing the Notes and Guarantees released (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof, to have cured all then existing Events of Default and to have satisfied all its other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute such instruments requested by the Issuers acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(A) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

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(B) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(C) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(D) this Section 8.02.

Subject to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03. Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 4.17 and 4.18 hereof and Sections 5.01(a)(1)(d) and (e), and Section 5.01(b) hereof with respect to the outstanding Notes and will have Liens, if any, on the Collateral securing the Notes and Guarantees released on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“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 shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuers and the Guarantors may omit to comply with and shall 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 shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5), 6.01(6) (solely with respect to the Restricted Subsidiaries), 6.01(7) (solely with respect to the Restricted Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the applicable Redemption Date, as the case may be, and the Issuers must specify whether such Notes are being defeased to maturity or to a particular Redemption Date; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient

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for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; provided, however, that the Trustee shall have no liability whatsoever in the event that such deposit is not made after the Trustee has discharged this Indenture. Any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

(2) in the case of Legal Defeasance, the Issuers will have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions:

(A) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. 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 Covenant Defeasance, the Issuers will have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such 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;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement, instrument or documents (other than this Indenture) to which, the Issuer or the Co-Issuer or any Guarantor is a party or by which the Issuer or the Co-Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness to be redeemed, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith);

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(6) the Issuers will have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or the Co-Issuer or any Guarantor or others; and

(7) the Issuers will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, an Opinion of Counsel required by clause (2) of the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable or (ii) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers.

SECTION 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall 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 Issuer, the Co-Issuer or a Guarantor 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 Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 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.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of an Independent Financial Advisor expressed in a written certification thereof delivered to the Trustee to the extent such requested amount consists of Government Securities (which may be the opinion delivered under Section 8.04(a) 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 8.06. Repayment to Issuers. Subject to any applicable escheatment law or abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

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SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 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, then the Issuers’ and the Guarantors’ obligations under this Indenture and the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall 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

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Co-Issuer, any Guarantor (with respect to a Guarantee to which it is a party) and the Trustee and the Collateral Agent may amend or supplement this Indenture, the Security Documents, the Intercreditor Agreements and any Guarantee or Notes (including in each case, if applicable, the form of agreements attached thereto as exhibits) without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide for the assumption of the Issuers’ or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or the Co-Issuer or any Guarantor;

(7) at the Issuer’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act, if applicable (it being agreed that this Indenture need not qualify under the Trust Indenture Act);

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof or a successor collateral agent under the Security Documents;

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(9) to add a Guarantor or co-obligor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;

(10) to conform the text of this Indenture, the Security Documents, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents, Guarantee or Notes, as provided to the Trustee in an Officer’s Certificate;

(11) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(12) to provide for the issuance of Additional Notes in accordance with the terms of this Indenture;

(13) to secure the Notes and/or the related Guarantees; or

(14) to provide for the accession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an incurrence of additional Pari Passu Lien Debt or Junior Lien Debt permitted by this Indenture.

In addition, without the consent of holders of at least 66 2/3% in principal amount of Notes then outstanding, no amendment, supplement or waiver may modify any Security Document or the provisions in the Indenture dealing with the Collateral or the Security Documents that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of the Indenture and the Security Documents) or change or alter the priority of the security interests in the Collateral.

Upon the request of the Issuer 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 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer, the Co-Issuer and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto.

SECTION 9.02. With Consent of Holders. Except as provided below in this Section 9.02, the Issuer, the Co-Issuer, the Guarantors (solely with respect to the Guarantee to which it is a party) and the Trustee may amend or supplement this Indenture, the Security Documents, the Intercreditor Agreements, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding

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voting as a single class (including consents obtained in connection with a purchase of, tender offer or exchange offer for, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any), other than Notes beneficially owned by the Issuer or its Affiliates, voting as a single class (including consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes); provided that (x) if any such amendment or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding hereunder, then only the consent of the Holders of a majority in principal amount of the Notes of such series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required and (y) if any such amendment or waiver by its terms will affect a series of Notes in a manner different and materially adverse relative to the manner such amendment or waiver affects other series of Notes, then the consent of the Holders of a majority in principal amount of the Notes of such adversely affected series then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer or offer to purchase with respect to the Notes) shall be required. Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuer 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 7.02 hereof (to the extent requested by the Trustee), the Trustee shall join with the Issuer, the Co-Issuer and the Guarantors (solely with respect to the Guarantee to which it is a party) in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall have the right, but not be obligated to, enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall deliver to the Holders affected thereby (with a copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder (including, for the avoidance of doubt, any Notes held by Affiliates), an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

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(2) reduce the principal of or change the fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Notes on any date (other than the provisions relating to Section 3.09, Section 4.10 and Section 4.14); provided that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest 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 Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture, the Security Documents or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults;

(7) make any change in this Article IX that is materially adverse to the Holders;

(8) modify the contractual right hereunder of any Holder to institute suit for the payment of principal, interest or premium (if any) on or with respect to such Holder’s Notes on or after the respective due dates;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Subsidiary, in any manner materially adverse to the Holders.

SECTION 9.03. [Reserved].

SECTION 9.04. Revocation and Effect of Consents. 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.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, 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 unless the consent of the requisite number of Holders has been obtained.

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SECTION 9.05. 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 Issuers 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 shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. Trustee and Collateral Agent to Sign Amendments, etc. The Trustee and/or the Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee and/or the Collateral Agent, as applicable. If it does, the Trustee and/or the Collateral Agent may but need not sign. The Issuer or the Co-Issuer may not sign an amendment, supplement or waiver until the Board of Directors of the Issuer or the Co-Issuer, as applicable, approves it. In executing any amendment, supplement or waiver, the Trustee and/or the Collateral Agent shall receive, and shall be fully protected in relying conclusively upon, in addition to the documents required by Section 13.04 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 such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.

Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement in the form of Exhibit D attached hereto adding a new Guarantor under this Indenture.

ARTICLE X

COLLATERAL AND SECURITY

SECTION 10.01. Security Documents.

(a) The due and punctual payment of the Obligations under the Notes and Guarantees, including payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes, according to the terms hereunder or thereunder, are secured, to the extent required by the Security Documents, which the Issuers and Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents, to the extent required therein, hereafter delivered as to the extent required by this Indenture. The Holders, the Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties, in each case pursuant and subject to the terms of the Security Documents.

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(b) Each Holder, by its acceptance of the Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for possession, use, release and foreclosure of Collateral and the terms of each Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of this Indenture and agrees that it will not contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity or enforceability of a Lien held by or on behalf of any other holder of Pari Passu Lien Debt in all or any part of the Collateral. Each Holder, by its acceptance of the Notes, (1) authorizes the Trustee to appoint the Notes Authorized Representative to act on its behalf as the Notes Authorized Representative under this Indenture and the Security Documents, (2) authorizes the Trustee to appoint the Collateral Agent to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents, (3) authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith and (4) authorizes the Trustee and the Notes Authorized Representative to authorize the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral Agent by the terms of the Security Agreement and the other Security Documents, including for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any grantor thereunder to secure any of the First-Priority Obligations, together with such powers and discretion as are reasonably incidental thereto.

(c) Each Holder, by its acceptance of the Notes, authorizes the Collateral Agent, the Notes Authorized Representative and the Trustee, as applicable, to enter into this Indenture, the Security Documents and the Intercreditor Agreement (or, if such agreement is terminated, any substantially identical intercreditor agreement on behalf of, and binding with respect to, the Holders and their interest in designated assets, in connection with the incurrence of any First-Priority Obligations) and any Junior Intercreditor Agreement. The Collateral Agent or the Notes Authorized Representative, as applicable, will enter into any such future intercreditor agreement, including any Junior Lien Intercreditor Agreement, or any future Security Documents, at the written request of the Issuers signed by an Officer, provided that the Issuers will have delivered to the Collateral Agent or the Notes Authorized Representative, as the case may be, an Officer’s Certificate and Opinion of Counsel to the effect that such other intercreditor agreement and/or Security Document is authorized or permitted by this Indenture and the Security Documents, as applicable, and that all conditions precedent thereto have been met or waived. Such Officer’s Certificate shall also (i) state that it is being delivered pursuant to this Section 10.01(c) and (ii) instruct the Collateral Agent or the Notes Authorized Representative, as applicable, to execute and enter into such intercreditor agreement or Security Document and the Collateral Agent or the Notes Authorized Representative, as applicable, shall (without any obligation to review or negotiate the terms of such document) sign any such intercreditor agreement or Security Document. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent or the Notes Authorized Representative, as applicable, to execute such future intercreditor agreement or Security Documents without risk of liability. Notwithstanding the foregoing, in no event shall the Collateral Agent or the Notes Authorized Representative be required to execute and enter into any such document if the Collateral Agent or the Notes Authorized Representative, as applicable, determines in its reasonable discretion that such intercreditor agreement or Security Document is reasonably likely to adversely affect any of its rights, benefits, immunities, privileges or indemnities hereunder, require it to expend or risk its own funds or cause it to incur any loss, liability or expense.

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SECTION 10.02. New Subsidiary Guarantors; After-Acquired Property.

(a) Subject to this Section 10.02, with respect to any property other than Excluded Assets acquired after the Issue Date by any Issuer or Guarantor that is not automatically subject to the Lien created by any of the Security Documents, promptly (and in any event within (i) forty- five (45) days or (ii) in the case of Mortgages, one hundred and twenty (120) days (as set forth in clause (b) below), or (iii) such fewer or greater number of days specified in the Security Documents after the acquisition thereof) such Issuer or Guarantor shall (1) execute and deliver to the Trustee and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as may be required to grant to the Collateral Agent, for its benefit and for the benefit of the Holders, a Lien on such property subject to no Liens other than Liens permitted hereunder; and (2) deliver to the Collateral Agent the financing statements, certificates, opinions, title insurance and surveys in respect thereof granting and perfecting Liens, in each case, as and to the extent required by, and in accordance with the terms of, this Indenture (including the limitations in Section 4.20(b)) and the Security Documents.

(b) With respect to any Person that is or becomes a Guarantor after the Issue Date, promptly (and in any event within forty-five (45) days or, in the case of Mortgages, one hundred and twenty (120) days) after the date such Person becomes a Guarantor, cause any such Subsidiary (i) to execute a joinder agreement to the applicable Security Documents (including the Security Agreement), substantially in the form annexed thereto, (ii) to deliver Mortgages of Material Real Property owned by such Subsidiary and otherwise comply with the requirements set forth in Section 10.02(c), and (iii) to take all other actions to cause the Lien created by the applicable Security Documents (including the Security Agreement) to be duly perfected on all of its assets (other than Excluded Assets) within the United States to the extent required by this Indenture and such agreements in accordance with all applicable Law, including the recording of Mortgages and filing of financing statements in such jurisdictions within the United States as are required by applicable law. Notwithstanding the foregoing, no Lien or similar interest shall be required to be granted, directly or indirectly, in any Excluded Assets.

(c) Each Issuer and Guarantor shall grant to the Collateral Agent (or Credit Facility Agent or a third party mortgage collateral agent), within one hundred and twenty (120) days of the acquisition thereof, a security interest in and a Mortgage on any Material Real Property as additional security for the Obligations under the Notes and Guarantees (and, if applicable, other First-Priority Obligations) (unless the subject property is an Excluded Asset). Such Mortgages shall be granted pursuant to customary documentation (it being understood that documentation substantially similar and consistent with that provided to the lenders under the Senior Credit Facilities shall be deemed customary) and shall constitute enforceable perfected Liens subject only to Liens permitted hereunder. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by applicable law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (for the benefit of the Holders and the Trustee (or, if applicable, the Credit Facility Agent or a third party mortgage collateral agent as the mortgage or beneficiary named therein for the benefit of the First-Priority Secured Parties) required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Issuer or Guarantor shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after acquired Material Real Property (including, to the extent so required, a mortgage title insurance policy, a survey, local counsel opinion and a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination, together with a notice executed by such Person about special flood hazard area status, if applicable, in respect of such Mortgage); provided that such insurance, survey, opinion and flood hazard determination shall not be required if not required to be provided to the lenders under the Senior Credit Facilities.

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(d) Notwithstanding the foregoing provisions of this Section 10.02 or anything in this Indenture to the contrary, Liens required to be granted from time to time pursuant to this Section 10.02(d) shall be subject to exceptions and limitations set forth herein and in the Security Documents.

SECTION 10.03. Notes Authorized Representative; Collateral Agent.

(a) The Trustee hereby appoints the Collateral Agent to act on its behalf as the Notes Authorized Representative under this Indenture and each Security Document, and the Collateral Agent agrees to act as such; provided that, it is understood and agreed that all communications between the Notes Authorized Representative and the Holders and all instructions or directions by Holders to the Notes Authorized Representative shall be made or given through the Trustee.

(b) The Trustee and the Notes Authorized Representative hereby appoint Wells Fargo Bank, National Association to act on its behalf as the Collateral Agent under this Indenture, the Security Agreement and under each of the other Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture and the Security Documents, and Wells Fargo Bank, National Association agrees to act as such. The provisions of this Section 10.03 are solely for the benefit of the Collateral Agent and none of the Trustee nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Collateral Agent in accordance with the provisions of this Indenture and the Security Documents, and the exercise by the Collateral Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or fiduciary relationship with the Trustee, any Holder or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(c) Subject to the provisions of the applicable Security Document, each Holder, by acceptance of the Notes, agrees that the Collateral Agent shall execute and deliver the Security Documents to which it is a party and all agreements, power of attorney, documents and instruments incidental thereto, and act in accordance with the terms thereof. The Collateral Agent shall hold (directly or through any agent) and is directed by each Holder to so hold, and shall be entitled to enforce on behalf of the Holders the Liens on the Collateral created by the Security Documents for their benefit, subject to the provisions of the Intercreditor Agreement.

(d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee or unless a written notice of any event which is in fact such a Default is received by the Collateral Agent at the address specified in Section 13.01, and such notice references the Notes and this Indenture. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 10.03).

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(e) If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such proceeds or payments received by the Trustee from the Collateral Agent pursuant to the terms of this Indenture, or (ii) payments from the Collateral Agent in excess of the amount required to be paid to the Trustee pursuant to Article VI, the Trustee shall promptly turn the same over to the Collateral Agent, in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent such proceeds to be applied by the Collateral Agent pursuant to the terms of this Indenture and the Intercreditor Agreement.

(f) The Collateral Agent shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by the Issuers or any Guarantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuers’ or any Guarantor’s property constituting Collateral has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to monitor the acquisition of additional property or rights that constitute Collateral or the perfection of any security interests therein, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Indenture or any other Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Collateral Agent shall have no other duty or liability whatsoever to the Trustee or any Holder as to any of the foregoing.

(g) The Collateral Agent may resign at any time by notice to the Trustee and the Issuers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuers shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Collateral Agent may appoint, after consulting with the Trustee, subject to the consent of the Issuers (which shall not be unreasonably withheld and which shall not be required if an Event of Default under Section 6.01(1) or Section 6.01(2) or, solely with respect to the Parent Guarantor and any Issuer, Section 6.01(6) or Section 6.01(7) has occurred and is continuing), a successor collateral agent. If no successor collateral agent is appointed and consented to by the Issuers pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent (at the Issuers’ expense) shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 10.03 (and Article VI) shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Indenture. The Collateral Agent shall not be liable or responsible for the failure of the Issuers or any Guarantors to maintain insurance on the Collateral, nor shall it be responsible for any loss due to the insufficiency of such insurance or by reason of the failure of any insurer to pay the full amount of any loss against which it may have insured to the Issuers, the Guarantors, the Trustee, the Collateral Agent or any other Person.

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(h) Notwithstanding anything to the contrary in this Indenture or any Security Document, but subject in any event to the provisions of Article VII, the Collateral Agent shall not be responsible for the preparation, filing, recording, registration, publishing, form, content or continuation of any UCC financing statements, mortgages, assignments, conveyances, financing statements, transfer endorsements or similar instruments. For the avoidance of doubt, the Issuers or any Guarantor, as the case may be, shall make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) necessary to maintain (at the sole cost and expense of the Issuers) the security interest created by any of the Security Documents in the Collateral as a first priority perfected security interest (subject to Permitted Liens) to the extent perfection and such priority is required by such Security Documents, and promptly provide evidence thereof to the Collateral Agent.

(i) The provisions of Article VII, mutatis mutandis, shall apply to the Collateral Agent.

SECTION 10.04. Release of Liens.

(a) The Collateral shall be automatically released from any and all Liens and Security Interests created by the Security Documents to secure the Obligations under the Notes and Guarantees, all without delivery of any instrument or performance of any act by any party, at any time or from time to time as provided by this Section 10.04. Upon such release, subject to the terms of the Security Documents, all rights in the Collateral securing Obligations under the Notes and Guarantees shall automatically revert to the Issuers and the Guarantors. The Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Obligations under the Notes and Guarantees under one or more of the following circumstances:

(1) upon release of a Guarantee (with respect to the Liens securing such Guarantee granted by such Guarantor);

(2) upon defeasance or discharge of the Notes and this Indenture as provided Article VIII and Article XI;

(3) upon payment in full of principal, interest and all other Obligations (other than contingent Obligations in respect of which no claims have been made) on the Notes issued under this Indenture;

(4) in whole or in part, in accordance with the provisions set forth under Article IX;

(5) in connection with any sale, transfer or other disposition of any Collateral to any Person other than the Parent Guarantor or any Restricted Subsidiaries (but excluding any transaction subject to Article V where the recipient is required to become the obligor on the Notes or a Guarantee) that does not violate any of the terms of this Indenture (with respect to the Lien on such Collateral);

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(6) in whole or in part, in accordance with the provisions of the Intercreditor Agreement; or

(7) as to any Collateral that becomes an Excluded Asset.

(b) The Collateral Agent and, if necessary, the Trustee shall, without any representation or warranty (express or implied), at the Issuers’ expense, execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence and shall do or cause to be done all other acts reasonably necessary to effect or evidence or record as a matter of public record, in each case as soon as is reasonably practicable, the release of any Collateral permitted to be released pursuant to this Indenture and the Security Documents. Neither the Trustee nor the Collateral Agent shall be liable for any such release undertaken in good faith and that it believes to be authorized or within the rights or powers conferred upon it by this Indenture and the Security Documents.

(c) Any release of any Collateral from the terms of this Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released in accordance with the terms of the Security Documents.

SECTION 10.05. Authorization of Actions to be Taken by the Trustee Under the Security Documents.

Subject to the provisions of the Security Documents, the Trustee may direct, on behalf of Holders of the Notes, the Notes Authorized Representative to take action permitted to be taken by it under the Security Documents.

Upon the occurrence and during the continuation of an Event of Default and subject to the provisions of the Security Documents, and subject to the provisions of Section 7.01 and Section 7.02, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Notes Authorized Representative to direct the Collateral Agent to, take all actions it, reasonably deems necessary or appropriate in order to:

(a) enforce any of the terms of the Security Documents; and

(b) collect and receive any and all amounts payable in respect of the Obligations of the Issuers hereunder.

Subject to the provisions of the Security Agreement and the other Security Documents, the Trustee and the Collateral Agent will have power to institute and maintain such suits and proceedings, at the expense of the Issuers, as it may reasonably deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may reasonably deem expedient to preserve or protect its interests 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 of the Trustee or the Collateral Agent). Nothing in this Section 10.05 shall be considered to impose any such duty or obligation to act on the part of the Trustee or the Collateral Agent.

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SECTION 10.06. Authorization of Receipt of Funds by the Notes Authorized Representative Under the Security Documents.

Subject to the provisions of the Security Agreement, the Notes Authorized Representative is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Trustee for further distribution to the Holders according to the provisions of this Indenture.

SECTION 10.07. Termination of Security Interest.

Upon the full and final payment and performance of all Obligations of the Issuers under this Indenture and the Notes or upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article VIII and Article XII hereof, the Trustee (or the Notes Authorized Representative on its behalf) will, at the request of the Issuers, deliver a certificate to the Collateral Agent stating that such Obligations have been paid in full (except for such provisions that survive pursuant to the terms hereof), and instruct the Collateral Agent to, as applicable, (a) release the Liens securing the Obligations pursuant to this Indenture and the Security Documents, (b) cease to be a party to the Security Documents on behalf of the Trustee and the Holders and/or (c) take such other actions as reasonably necessary or appropriate to effectuate or evidence the release of any such Liens.

SECTION 10.08. Purchaser Protected.

In no event shall any purchaser or other transferee in good faith of any property or assets purported to be released hereunder or to constitute “Excluded Assets” be bound to ascertain the authority of the Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or assets be under any obligation to ascertain or inquire into the authority of the Company or the applicable Guarantor to make any such sale or other transfer.

SECTION 10.09. Powers Exercisable by Receiver or Trustee.

In case the Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article X upon the Issuers or a Guarantor with respect to the release, sale or other disposition of such property or assets may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuers or a Guarantor or of any officer or officers thereof required by the provisions of this Article X; and if the Trustee shall be in the possession of the Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

SECTION 10.10. Environmental Concerns.

In the event that the Collateral Agent is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any obligation for the benefit of another, which in the Collateral Agent’s sole discretion may cause the Collateral Agent to be considered an “owner or operator” under any environmental laws or otherwise cause the Collateral Agent to incur, or be exposed to, any environmental liability or any liability under any other federal, state or local law, the Collateral Agent reserves the right, instead of taking such action, either to resign as Collateral Agent or to arrange for the transfer of the title

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or control of the asset to a sub-agent or a court appointed receiver. The Collateral Agent will not be liable to any Person for any environmental liability or any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to any kind of discharge or release or threatened discharge or release of any hazardous materials into the environment.

ARTICLE XI

GUARANTEES

SECTION 11.01. Guarantee. Subject to this Article XI, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuers hereunder or thereunder, that (a) the principal of and interest and premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder, including for expenses, indemnification or otherwise, shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuers hereunder and under the Notes).

Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any of the Issuer or the Co-Issuer or the Guarantors, then any amount paid either to the Trustee or such Holder, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

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Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should any of the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee 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.

The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without setoff, counter-claim, reduction or diminution of any kind or nature.

SECTION 11.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article XI, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall 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 determined in accordance with GAAP.

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SECTION 11.03. Execution and Delivery. To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor that becomes a party hereto after the date hereof shall cause a supplemental indenture in the form of Exhibit D) to be executed on behalf of such Guarantor by one of its authorized Officers.

Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of such Guarantor shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with Section 4.15 and this Article XI, to the extent applicable.

SECTION 11.04. Subrogation. Until its Guarantee is terminated in accordance with Section 13.06, each Guarantor agrees that it shall not be entitled to exercise any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

SECTION 11.05. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

SECTION 11.06. Release of Guarantees. (a) Each Guarantee by a Subsidiary Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all of the assets of such Guarantor (including to any of the Issuers or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture;

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(2) (a) the release or discharge of the guarantee by, or direct obligation of, such Guarantor of Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of any of the Issuers or any Guarantor, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that, in each case, a release subject to a contingent reinstatement is still a release);

(3) (a) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or (b) such Guarantor otherwise becoming an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof);

(4) (a) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture in accordance with Article XII hereof;

(5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer, the Co-Issuer or Guarantor (other than the Parent Guarantor) that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof; or

(6) as described under Article IX.

(b) The Note Guarantee of the Parent Guarantor will terminate upon:

(1) the exercise by the Issuers of their legal defeasance option or covenant defeasance option as described under Article VIII hereof; or

(2) the discharge of the Issuers’ obligations under this Indenture in accordance with Article XII hereof.

(c) Notwithstanding the foregoing, any guarantee by a Parent Company (other than the Parent Guarantor) may be automatically and unconditionally released and discharged for any reason.

(d) The Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of any of the Issuers or any Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

ARTICLE XII

SATISFACTION AND DISCHARGE

SECTION 12.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to all Notes and the Liens, if any, on the Collateral securing the Notes and Guarantees, shall be automatically released, when (in addition to as may be set forth herein or in the other Security Documents) either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

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(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of one or more notices of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuer or the Co-Issuer 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, U.S. dollar-denominated Government Securities, or a combination thereof, in such amounts as will be sufficient (without consideration of any reinvestment of interest), in the opinion of an Independent Financial Advisor to the extent such amounts consist of U.S. dollar-denominated Government Securities, to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that (i) upon any redemption that requires the payment of the Applicable Premium, the amount deposited will be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption and (ii) any Applicable Premium Deficit will be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit will be applied toward such redemption;

(B) the Issuers have paid or caused to be paid all sums payable by it under this Indenture; and

(C) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuers 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. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses (2)(A), (B) and (C) above.

Notwithstanding the satisfaction and discharge of this Indenture, Section 7.07 and, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 12.01, Section 12.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

SECTION 12.02. Application of Trust Money. Subject to Section 8.06, all money deposited with the Trustee pursuant to Section 12.01 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 Issuer or the Co-Issuer or a Guarantor 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.

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If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 12.01 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 Issuers’ 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 12.01 hereof; provided that if the Issuers have made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers 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 13.01. [Reserved].

SECTION 13.02. Notices. Any notice or communication by the Issuer, the Co-Issuer, any Guarantor, the Trustee or the Collateral Agent to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, electronically (in “.pdf” or other format) or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer, the Co-Issuer and/or any Guarantor on or after the Issue Date:

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Michelle Brooks, Interim Chief Financial Officer

E-mail: Michelle.Brooks@chobani.com

with a copy to: Kathy Leo, Chief Legal Officer and General Counsel

E-mail: Kathy.Leo@chobani.com

in each case, with a copy to:

Gibson Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166-0193

Attention: Andrew Fabens

E-mail: AFabens@gibsondunn.com

If to the Trustee or the Collateral Agent:

Wells Fargo Bank, National Association, as Trustee

1 Independent Drive, Suite 620

Jacksonville, FL 32202

Attention: Corporate Trust Services, Administrator for Chobani, LLC

Email: tina.gonzalez@wellsfargo.com

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The Issuers, any Guarantor, the Trustee or the Collateral Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; 5 calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; on the first date on which publication is made or electronic delivery made; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee and the Collateral Agent shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be electronically delivered, mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the Note Register kept by the Registrar.

Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary pursuant to the standing instructions from the Depositary.

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

If the Issuers deliver or mail a notice or communication to Holders, they shall deliver or mail a copy to the Trustee and each Agent at the same time.

SECTION 13.03. Communication with Holders of a Global Note. Notwithstanding any other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.

SECTION 13.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture (other than as set forth in the last sentence of Section 9.06 and with respect to clause (B) below, in connection with the initial issuance of Notes on the Issue Date), the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(A) An Officer’s Certificate in form satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

176

(B) An Opinion of Counsel in form satisfactory to the Trustee (which shall include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 13.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(A) a statement that the Person making such certificate or opinion has read such covenant or condition;

(B) 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;

(C) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(D) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

SECTION 13.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

SECTION 13.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator, member, partner or equity holder of the Issuer or the Co-Issuer, any Guarantor or any Parent Company will have any liability for any obligations of the Issuer or the Co-Issuer or the Guarantors under the Notes, the Guarantees, this Indenture or any supplemental indenture, or the Security Documents or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 13.08. Governing Law. THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 13.09. Waiver of Jury Trial. EACH OF THE ISSUER, THE CO-ISSUER, THE GUARANTORS, AND THE TRUSTEE HEREBY, AND EACH HOLDER OF A NOTE BY ITS ACCEPTANCE THEREBY, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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SECTION 13.10. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, epidemics and pandemics, 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 or hardware) services.

SECTION 13.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Parent Guarantor, the Issuers or the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 13.12. Successors. All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.06 hereof.

SECTION 13.13. Severability. In case any provision or any part of any provision in this Indenture or in the Notes 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.

SECTION 13.14. Counterpart Originals; Electronic Signatures. 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. This Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic transmissions (in ‘.pdf’ or other format) shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (in ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes. This Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings

SECTION 13.15. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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SECTION 13.16. 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.

[Signatures on following page]

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first above written.

CHOBANI, LLC, as Issuer
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title:   Interim Chief Financial Officer

CHOBANI FINANCE CORPORATION, INC., as Co-Issuer
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title:   Interim Chief Financial Officer

[Signature Page to Indenture]

CHOBANI GLOBAL HOLDINGS, LLC, as Parent Guarantor
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title:   Interim Chief Financial Officer

ARGO-FARMA LL, LLC, as Guarantor
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title:   Interim Chief Financial Officer
CHOBANI CAFÉ, LLC, as Guarantor
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title:   Interim Chief Financial Officer

[Signature Page to Indenture]

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
By:	/s/ Stefan Victory
	Name: Stefan Victory
	Title:   Vice President

[Signature Page to Indenture]

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the OID Legend, if applicable pursuant to the provisions of the Indenture]

A-1

CUSIP [            ]

ISIN [            ]

[RULE 144A][REGULATION S] GLOBAL NOTE

4.625% Senior Secured Notes due 2028

No. [    ]     [Up to] $[                ]

CHOBANI, LLC

CHOBANI FINANCE CORPORATION, INC.

jointly and severally promise to pay to                      or registered assigns,

[the principal sum set forth on the Schedule of Exchange of Interests in the Global Note attached hereto] [the principal sum of                      DOLLARS] on November 15, 2028.

Interest Payment Dates: May 15 and November 15, beginning May 15, 2021

Record Dates: May 1 and November 1

A-2

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

CHOBANI, LLC
By:
	Name:
	Title:

CHOBANI FINANCE CORPORATION, INC.
By:
	Name:
	Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Authorized Signatory

Dated:

A-4

[Back of Note]

4.625% Senior Secured Note due 2028

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Chobani, LLC (the “Issuer”) and Chobani Finance Corporation, Inc. (the “Co-Issuer” and together with the Issuer, the “Issuers”) jointly and severally promise to pay interest on the principal amount of this Note at a rate per annum of 4.625% from October 23, 2020 until maturity. The Issuers will pay interest on this Note semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2021 or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuers will make each interest payment to the Holder of record of this Note on the immediately preceding May 1 and November 1 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be May 15, 2021. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360-day year comprising twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments of principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuers maintained pursuant to Section 4.02 of the Indenture or, at the option of the Issuers, may 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 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion), provided that (a) all payments of principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof and (b) if no notice of wire transfer election is received for such Holder, all payments of principal, premium, if any, and interest with respect to certificated Notes will be made by check mailed to the Holders at their addresses set forth in the Note Register. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period.

3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers or any of their Subsidiaries may act in any such capacity.

A-5

4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of October 23, 2020 (the “Indenture”), among (a) Chobani, LLC, as Issuer, (b) Chobani Finance Corporation, Inc., as Co-Issuer, (c) Chobani Global Holdings, LLC, as Parent Guarantor, (d) the Subsidiary Guarantors named therein, and (e) the Trustee. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and to the extent permitted by Section 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) At any time prior to November 15, 2023, the Issuers may at their option on one or more occasions redeem all or a part of the Notes, upon notice as described under Section 3.03 of the Indenture, at a redemption price (as calculated by the Issuer) equal to the sum of (i) 100.00% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium, plus (iii) accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuers’ discretion, be given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence of the related transaction or event, as the case may be.

(b) At any time prior to November 15, 2023, the Issuers may, at their option and on one or more occasions, redeem up to 40.00% of the aggregate principal amount of Notes and Additional Notes issued under the Indenture at a redemption price (as calculated by the Issuers) equal to the sum of (i) 104.625% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided that (a) at least 50.00% of the sum of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of the applicable Equity Offering or contribution.

(c) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuers purchase, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuers purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such Change of Control Offer or other tender offer, plus, to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date).

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(d) Prior to November 15, 2023, the Issuers may, at their option, redeem up to 10.0% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during any twelve-month period beginning on the Issue Date at a redemption price of 103.0% of the aggregate principal amount thereof, plus accrued and unpaid interest, to but excluding the applicable Redemption Date (subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date).

(e) Except pursuant to clause (a), (b), (c) or (d) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuers’ option prior to November 15, 2023.

(f) On and after November 15, 2023, the Issuers may at their option redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve month period beginning on November 15 in each of the years indicated below:

Year	Percentage
2023		102.313	%
2024		101.156	%
2025 and thereafter		100.000	%

(g) Any redemption pursuant to Section 3.07 of the Indenture shall be made pursuant to Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION; OFFERS TO PURCHASE AND OPEN MARKET PURCHASES. The Issuers will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuers may be required to offer to purchase Notes as described under Sections 3.09, 4.10 and 4.14 of the Indenture.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, the Issuers shall deliver electronically, mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 10 but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with Section 3.03(i), Article VIII or Article XII of the Indenture.

8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control, the Issuers shall make a Change of Control Offer in accordance with Section 4.14 of the Indenture. In connection with certain Asset Sales, the Issuers shall make an Asset Sale Offer as and when provided in accordance with Sections 3.09 and 4.10 of the Indenture.

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9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes shall be registered and Notes may only be exchanged as provided in the Indenture. The Registrar, Transfer Agent and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not issue, exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not issue, exchange or register the transfer of any Notes during the period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or between a Record Date with respect to such Note and the next succeeding Interest Payment Date with respect to such Note.

10. PERSONS DEEMED OWNERS. The registered Holder shall be treated as its owner for all purposes. Only registered Holders shall have rights hereunder.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Security Documents, the Intercreditor Agreements, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30.00% in principal amount of the then outstanding Notes by written notice to the Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuers, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority of the 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 waive any existing Default or and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a nonconsenting Holder). The Issuer is required to, on an annual basis, deliver to the Trustee a statement regarding compliance with the Indenture, and the Issuer is required within thirty (30) days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, its status and what actions the Issuers are taking or proposes to take with respect thereto.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. COLLATERAL. The Notes and the Guarantees are secured by a security interest in the Collateral, subject to the terms of the Security Documents, the Intercreditor Agreement and any other applicable intercreditor agreement, subject to release or termination as provided in the Indenture and the Security Documents.

15. GOVERNING LAW. THE INDENTURE, THIS NOTE AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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16. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP and ISIN numbers to be printed on the Notes and the Trustee may use CUSIP and ISIN numbers in notices of redemption 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 and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address:

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Michelle Brooks, Interim Chief Financial Officer

E-mail: Michelle.Brooks@chobani.com

with a copy to: Kathy Leo, Chief Legal Officer and General Counsel

E-mail: Kathy.Leo@chobani.com

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint                                                                                                                                                                to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[    ] Section 4.10 [  ] Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:                     

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in
Principal
Amount of
this Global
Note Amount of
increase in
Principal
Amount of
this Global
Note Principal
Amount of
this Global
Note
following
such
decrease or
increase Signature
of
authorized
signatory
of Trustee
or
Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Michelle Brooks, Interim Chief Financial Officer

E-mail: Michelle.Brooks@chobani.com

     with a copy to: Kathy Leo, Chief Legal Officer and General Counsel

     E-mail: Kathy.Leo@chobani.com

Wells Fargo Bank, National Association—DAPS REORG, N9300-070

600 South 4^th Street, 7^th Floor

Minneapolis, MN 55415

Attention: Corporate Trust Services

Phone No.: (800) 344-5128

Facsimile No.: (866) 969-1290

Email: dapsreorg@wellsfargo.com

Re: 4.625% Senior Secured Notes due 2028

Reference is hereby made to the Indenture, dated as of October 23, 2020 (the “Indenture”), among (a) Chobani, LLC, as Issuer, (b) Chobani Finance Corporation, Inc., as Co-Issuer, (c) Chobani Global Holdings, LLC, as Parent Guarantor, (d) the Subsidiary Guarantors named therein, and (e) the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

________(the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $________ in such Note[s] or interests (the “Transfer”), _________ to ______ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

B-1

2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATIONS. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the applicable Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b) [    ] such Transfer is being effected to the Issuer or a Subsidiary thereof.

4. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) [    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

B-2

(c) [    ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated: _______________________________

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [    ] a beneficial interest in the:

(i) [    ] 144A Global Note ([CUSIP: ]), or

(ii) [    ] Regulation S Global Note ([CUSIP: ]), or

(b) [    ] a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [    ] a beneficial interest in the:

(i) [             ] 144A Global Note ([CUSIP: ]), or

(ii) [             ] Regulation S Global Note ([CUSIP: ]), or

(iii) [             ] Unrestricted Global Note ([    ] [ ]), or

(b) [    ] a Restricted Definitive Note; or

(c) [    ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Chobani, LLC

200 Lafayette Street, 6th Floor

New York, NY 10012

Attention: Michelle Brooks, Interim Chief Financial Officer

E-mail: Michelle.Brooks@chobani.com

    with a copy to: Kathy Leo, Chief Legal Officer and General Counsel

    E-mail: Kathy.Leo@chobani.com

Wells Fargo Bank, National Association—DAPS REORG, N9300-070

600 South 4^th Street, 7^th Floor

Minneapolis, MN 55415

Attention: Corporate Trust Services

Phone No.: (800) 344-5128

Facsimile No.: (866) 969-1290

Email: dapsreorg@wellsfargo.com

Re: 4.625% Senior Secured Notes due 2028

Reference is hereby made to the Indenture, dated as of October 23, 2020 (the “Indenture”), among (a) Chobani, LLC, as Issuer, (b) Chobani Finance Corporation, Inc., as Co-Issuer, (c) Chobani Global Holdings, LLC, as Parent Guarantor, (d) the Subsidiary Guarantors named therein, and (e) the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

__________(the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $______ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

C-1

b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

C-2

b)     [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]:

[    ] 144A Global Note, or

[    ] Regulation S Global Note

in each case of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated

[Insert Name of Transferor]
By:
	Name:
	Title:

C-3

EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

[                         ] Supplemental Indenture (this “Supplemental Indenture”), dated as of [                     ], among [                ] (the “Guaranteeing Subsidiary”), a subsidiary of Chobani, LLC, a Delaware limited liability company (the “Issuer”), and Wells Fargo Bank, National Association, a national banking association, as trustee and as collateral agent (in such capacities, collectively, the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer and Chobani Finance Corporation, Inc. have heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or modified from time to time, the “Indenture”), dated as of October 23, 2020, providing for the issuance of an unlimited aggregate principal amount of 4.625% Senior Secured Notes due 2028 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture and (i) hereby joins and becomes a party to the Indenture as indicated by its signature below as a Guarantor and (ii) acknowledges and agrees to (x) be bound by the Indenture as a Guarantor and (y) perform all obligations and duties required of a Guarantor pursuant to the Indenture.

(3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or equity holder of the Issuer or the Co-Issuer or any Guarantor or any Parent Company will have any liability for any obligations of the Issuer or the Co-Issuer or the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (by ‘.pdf’ or other format) transmissions 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 for all purposes. Signatures of the parties hereto transmitted by facsimile or electronically (by ‘.pdf’ or other format) shall be deemed to be their original signatures for all purposes.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(8) Benefits Acknowledged. Upon execution and delivery of this Supplemental Indenture the Guaranteeing Subsidiary will be subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that its obligations as a result of this Supplemental Indenture are knowingly made in contemplation of such benefits.

(9)Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
By:
	Name: Title:

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EXHIBIT E

FORM OF INTERCREDITOR AGREEMENT

[To Be Inserted Once in Agreed Form]

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EX-10.4

Exhibit 10.4

CHOBANI INC.

2021 EQUITY INCENTIVE PLAN

Effective as of                 , 2021

1. Purpose

The purpose of this Chobani Inc. 2021 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of Chobani Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available individuals at the Company and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders. The Plan provides for the grant of Options; Stock Appreciation Rights; Restricted Stock and Restricted Stock Units; Incentive Bonuses; and Other Stock-Based Awards.

2. Definitions

As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Act” means the Securities Exchange Act of 1934, as amended.

(b) “Affiliate” means any Person controlled by, controlling or under common control with the Company. For purposes of this definition, “control” shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of securities, by contract or otherwise and “controlling” and “controlled” shall be construed accordingly.

(c) “Award” means an Option, Stock Appreciation Right, Restricted Stock Unit, Restricted Stock, Other Stock-Based Award or Incentive Bonus, or any combination of these, granted to a Participant pursuant to the provisions of the Plan, any of which may be subject to performance conditions.

(d) “Award Agreement” means a written or electronic agreement or other instrument as may be approved from time to time by the Committee and designated as such implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by both the Participant and an authorized representative of the Company or certificates, notices or similar instruments as approved by the Committee and designated as such.

(e) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Act.

(f) “Board” means the Board of Directors of the Company.

(g) “Cause” has the meaning set forth in the written employment, offer, services or severance agreement or letter between the Participant and the Company or an Affiliate or in any severance plan in which the Participant participates, or if there is no such agreement or plan or no such term is defined in such agreement or plan, means a Participant’s (i) material breach of any

agreement between the Participant and the Company or an Affiliate, including any confidentiality, intellectual property, non-solicitation, non-competition or other restrictive covenant agreements, (ii) refusal or material failure to perform the Participant’s job duties and responsibilities (other than by reason of the Participant’s serious physical or mental illness, injury, or medical condition), (iii) failure or refusal to comply in any material respect with lawful directives of the Participant’s direct supervisor or department head (or comparable officer), (iv) material breach of any statutory duty, fiduciary duty or any other obligation that the Participant owes to the Company or any Affiliate, (v) commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or any Affiliate, or involving the property or assets (including the products) of the Company or any Affiliate, (vi) engaging in unprofessional, unethical or other acts that materially discredit the Company or any Affiliate or are materially detrimental to the reputation, character or standing of the Company or any Affiliate, or the property or assets (including the products) of the Company or any Affiliate, (vii) indictment or conviction of, or plea of guilty or nolo contendere with respect to, any crime involving dishonesty, fraud, embezzlement or moral turpitude or any felony, or (viii) material breach of any code of conduct or other written policies of the Company or an Affiliate. A Participant’s employment or service will be deemed to have been terminated for Cause if it is determined subsequent to such Participant’s Termination of Employment that grounds for a Termination of Employment for Cause existed at the time of such Termination of Employment, as determined by the Company.

(h) “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any one of the following events:

(i) any Person (other than any Pre-IPO Affiliate) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person or any securities acquired directly from the Company) representing 50% 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 Section 2(h)(iii)(A) below;

(ii) the following individuals cease for any reason to constitute a majority of the number of directors then serving: (A) individuals who, on the Effective Date (as defined below), constitute the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company) 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 a majority of the directors then still in office who were either directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

(iii) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity (other than with any Pre-IPO Affiliate), other than (A) a merger or consolidation which would result in the holders of 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 50% 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

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(iv) the implementation of a plan of complete liquidation or dissolution of the Company; or

(v) there is consummated a 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 (A) an entity, at least 50% of the combined voting power of the voting securities of which is owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) any Pre-IPO Affiliates.

(i) “Change in Control Price” means the amount determined based on the following clauses, whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Common Stock in any merger or consolidation, (ii) the per share Fair Market Value of the Common Stock immediately before the Change in Control without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid for the assets in the case of a sale of the assets, (iii) the amount distributed per share of Common Stock in a liquidation or dissolution transaction, (iv) the price per share offered to holders of Common Stock in any tender offer or exchange offer whereby a Change in Control or other event takes place, or (v) the value per share of the Common Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date determined by the Committee to be the date of cancellation and surrender of such Awards. In the event that the consideration offered to stockholders of the Company in a Change in Control consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash and such determination shall be binding on all affected Participants to the extent applicable to Awards held by such Participants.

(j) “Code” means the Internal Revenue Code of 1986, as now in effect and as hereafter amended from time to time, and the rulings and regulations issued thereunder.

(k) “Committee” means the Compensation Committee of the Board (or any successor committee) or such other committee as designated by the Board to administer the Plan under Section 6.

(l) “Common Stock” means the Class A common stock of the Company, $0.001 par value per share, or such other class or kind of shares or other securities as may be applicable under Section 16.

(m) “Company” means Chobani Inc., a Delaware corporation, and except as utilized in the definition of Change in Control, any successor corporation.

(n) “Disability” has the meaning set forth in a written employment, offer, services or severance agreement or letter between the Participant and the Company or an Affiliate or in any severance plan in which the Participant participates, or if there is no such agreement or plan or no such term is defined in such agreement or plan, means, as determined by the Committee in its good faith discretion, a physical or mental condition of a Participant that would entitle him or her to

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payment of disability income payments under the Company’s or an Affiliate’s long-term disability insurance policy or plan for employees as then in effect; or in the event that a Participant is not covered, for whatever reason under such a long-term disability insurance policy or plan for employees, means a permanent and total disability as defined in section 22(e)(3) of the Code. Any such determination of Disability shall be made by the Company on the basis of such medical evidence as the Company deems warranted under the circumstances, and in this respect, Participants shall submit to an examination by a physician upon request by the Company.

(o) “Dividend Equivalent” means an amount payable in cash or Common Stock, as determined by the Committee, equal to the dividends that would have been paid to the Participant if the share of Common Stock with respect to which the Dividend Equivalent relates had been owned by the Participant.

(p) “Effective Date” means the date on which the Plan takes effect, as defined pursuant to Section 4.

(q) “Eligible Person” any current or prospective employee, officer, non-employee director or other service provider of the Company or any of its Affiliates; provided however that Incentive Stock Options may only be granted to employees of the Company or any of its “subsidiary corporations” within the meaning of Section 424 of the Code.

(r) “Fair Market Value” means as of any date, the value of the Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, system or market, its Fair Market Value shall be the closing sales price of a share of Common Stock as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which any sale shall have been reported); and (ii) in the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg. § 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.

(s) “Incentive Bonus” means a bonus opportunity awarded under Section 12 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for a specified performance period as specified in the Award Agreement.

(t) “Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(u) “Nonqualified Stock Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.

(v) “Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options.

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(w) “Other Stock-Based Award” means an Award granted to an Eligible Person under Section 11.

(x) “Participant” means any Eligible Person to whom Awards have been granted from time to time by the Committee and any authorized transferee of such individual.

(y) “Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof, except that such term shall not include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries, (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.

(z) “Pre-IPO Affiliates” means Hamdi Ulukaya, his respective Controlled Affiliates, and any entity controlled by, controlling or under common control with any such Person, as determined by the Committee from time to time. For purposes of this definition, “Controlled Affiliates” means any Person referred to in the preceding sentence that, directly or indirectly, through one or more intermediaries, is controlling, controlled by, or under common control with, such other Person.

(aa) “Restricted Stock” means an Award or issuance of Common Stock the vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or engagement or performance conditions) and terms as the Committee deems appropriate.

(bb) “Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares of Common Stock (or cash payment in lieu thereof) is subject to such conditions (including continued employment or engagement or performance conditions) and terms as the Committee deems appropriate.

(cc) “Separation from Service” or “Separates from Service” means a Termination of Employment that constitutes a “separation from service” within the meaning of Section 409A of the Code.

(dd) “Stock Appreciation Right” or “SAR” means a right that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date of grant.

(ee) “Subsidiary” means any business association (including a corporation, limited liability company or a partnership, other than the Company) in an unbroken chain of such associations beginning with the Company if each of the associations other than the last association in the unbroken chain owns equity interests (including stock or partnership interests) possessing 50% or more of the total combined voting power of all classes of equity interests in one of the other associations in such chain.

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(ff) “Substitute Awards” means Awards granted or Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

(gg) “Termination of Employment” means ceasing to serve as an employee of the Company and its Affiliates or, with respect to a non-employee director or other service provider, ceasing to serve as such for the Company and its Affiliates. For purposes of this definition, with respect to all or any Awards held by a Participant, (i) the Committee may determine whether a leave of absence (including as a result of a Participant’s short-term or long-term disability or other medical leave) or employment on a less than full-time basis is considered a “Termination of Employment,” (ii) service as a member of the Board shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee, (iii) service as an employee of the Company or a Subsidiary shall constitute continued employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider, and (iv) the Committee may determine whether a transition from employment with the Company or an Affiliate to service to the Company or an Affiliate other than as an employee shall constitute a “Termination of Employment”. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or Subsidiary that employs or engages a Participant, shall be deemed to result in a Termination of Employment with the Company and its Affiliates for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding.

3. Eligibility

Any Eligible Person is eligible for selection by the Committee to receive an Award.

4. Effective Date and Termination of Plan

This Plan became effective on , 2021 (the “Effective Date”). The Plan shall remain available for the grant of Awards until the 10th anniversary of the Effective Date. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards theretofore granted.

5. Shares Subject to the Plan and to Awards

(a) Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan shall be equal to (i) , plus (ii) any shares of Common Stock added as a result of the following sentence (collectively, the “Share Pool”). The Share Pool will automatically increase on January 1 of each year beginning in 2022 and ending with a final increase on January 1, 2031 in an amount equal to % of the total number of shares of Common Stock outstanding on the preceding December 31; provided, however, that the Committee may provide that there will be no January 1 increase in the Share Pool for any such year or that the increase in the Share Pool for any such year will be a smaller number of shares of Common Stock than would otherwise occur pursuant to this sentence. The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to Awards

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outstanding at the time of any event described in Section 16 shall be subject to adjustment as provided in Section 16. The shares of Common Stock issued under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market or in private transactions.

(b) Issuance of Shares. For purposes of Section 5(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award. Shares of Common Stock subject to Awards that have been canceled, expired, forfeited or otherwise not issued under an Award and shares of Common Stock subject to Awards settled in cash shall not count as shares of Common Stock issued under this Plan. The aggregate number of shares of Common Stock available for issuance under this Plan at any time shall not be reduced by (i) shares subject to Awards that have been terminated, expired unexercised, forfeited or settled in cash, (ii) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award, or (iii) shares subject to Awards that otherwise do not result in the issuance of shares in connection with payment or settlement thereof. In addition, shares of Common Stock that have been delivered (either actually or by attestation) to the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award shall be available for issuance under this Plan.

(c) Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan or authorized for grant to a Participant in any calendar year. Additionally, in the event that a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that, Awards using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (ii) shall only be made to individuals who were not employees, non-employee directors or other service providers of the Company or its Affiliates at the time of such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted.

(d) Tax Code Limits. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to , which number shall be calculated and adjusted pursuant to Section 16 only to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock Option under Section 422 of the Code.

(e) Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based (based on the grant date Fair Market Value of equity-based Awards) and cash compensation granted under this Plan or otherwise to any non-employee director for his or her services as a director shall not exceed $750,000 during any calendar year; provided, however, that

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in the calendar year in which a non-employee director first joins the Board or during any calendar year in which a non-employee director is designated as Chairman of the Board or Lead Director, the maximum aggregate dollar value of equity-based and cash compensation granted to the non-employee director may be up to $1,500,000.

6. Administration of the Plan

(a) Administrator of the Plan. The Plan shall be administered by the Committee. The Board shall fill vacancies on, and from time to time may remove or add members to, the Committee. The Committee shall act pursuant to a majority vote or unanimous written consent. Any power of the Committee may also be exercised by the Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. To the maximum extent permissible under applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or more directors and/or officers of the Company, and any such subcommittee shall be treated as the Committee for all purposes under this Plan. Notwithstanding the foregoing, if the Board or the Committee (or any successor) delegates to a subcommittee comprised of one or more officers of the Company (who are not also directors) the authority to grant Awards, the resolution so authorizing such subcommittee shall specify the total number of shares of Common Stock such subcommittee may award pursuant to such delegated authority, and no such subcommittee shall designate any officer serving thereon or any officer (within the meaning of Section 16 of the Act) or non-employee director of the Company as a recipient of any Awards granted under such delegated authority. The Committee hereby delegates to and designates the Chief People and Culture Officer (or such other officer with similar authority), and to his or her delegates or designees, the authority to assist the Committee in the day-to-day administration of the Plan and of Awards granted under the Plan, including those powers set forth in Section 6(b)(iv) through (ix) and to execute Award Agreements or other documents entered into under this Plan on behalf of the Committee or the Company. The Committee may further designate and delegate to one or more additional officers or employees of the Company or any Subsidiary, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan.

(b) Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including:

(i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein;

(ii) to determine which Persons are Eligible Persons, to which of such Eligible Persons, if any, Awards shall be granted hereunder and the timing of any such Awards;

(iii) to prescribe and amend the terms of the Award Agreements, to grant Awards and determine the terms and conditions thereof;

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(iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention, vesting, exercisability or settlement of any Award;

(v) to prescribe and amend the terms of or form of any document or notice required to be delivered to the Company by Participants under this Plan;

(vi) to determine the extent to which adjustments are required pursuant to Section 16;

(vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so;

(viii) to approve corrections in the documentation or administration of any Award; and

(ix) to make all other determinations deemed necessary or advisable for the administration of this Plan.

Notwithstanding anything in this Plan to the contrary, with respect to any Award that is “deferred compensation” under Section 409A of the Code, the Committee shall exercise its discretion in a manner that causes such Awards to be compliant with or exempt from the requirements of Section 409A of the Code. Without limiting the foregoing, unless expressly agreed to in writing by the Participant holding such Award, the Committee shall not take any action with respect to any Award which constitutes (x) a modification of a stock right within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (y) an extension of a stock right, including the addition of a feature for the deferral of compensation within the meaning of Treas. Reg. § 1.409A-1 (b)(5)(v)(C), or (z) an impermissible acceleration of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. § 1.409A-1(b)(5)(v)(E).

The Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth in Section 20, waive or amend the operation of Plan provisions respecting exercise after Termination of Employment. The Committee or any member thereof may, in its sole and absolute discretion, except as otherwise provided in Section 20, waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe).

(c) Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of, or operation of, any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including the recommendations or advice of any officer or other employee of the Company and such attorneys,

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consultants and accountants as it may select. Members of the Board and members of the Committee acting under the Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for as a result of gross negligence or willful misconduct in the performance of their duties.

(d) Subsidiary Awards. In the case of a grant of an Award to any Participant employed by a Subsidiary, such grant may, if the Committee so directs, be implemented by the Company issuing any subject shares of Common Stock to the Subsidiary, for such lawful consideration as the Committee may determine, upon the condition or understanding that the Subsidiary will transfer the shares of Common Stock to the Participant in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. Notwithstanding any other provision hereof, such Award may be issued by and in the name of the Subsidiary and shall be deemed granted on such date as the Committee shall determine.

7. Plan Awards

(a) Terms Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time and from time to time prior to the termination of the Plan. The terms and conditions of each Award shall be set forth in an Award Agreement in a form approved by the Committee for such Award, subject to and incorporate by reference or otherwise the applicable terms and conditions of the Plan, which Award Agreement may contain such other terms and conditions as specified from time to time by the Committee, provided such terms and conditions do not conflict with the Plan. The Award Agreement for any Award (other than Restricted Stock Awards) shall include the time or times at or within which and the consideration, if any, for which any shares of Common Stock or cash, as applicable, may be acquired from the Company. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.

(b) Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment.

(c) Rights of a Stockholder. Except as otherwise set forth in the applicable Award Agreement, a Participant shall have no rights as a stockholder (including voting rights) with respect to shares of Common Stock covered by an Award, other than Restricted Stock, until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Sections 10(b), 11(b) or 16 of this Plan or as otherwise provided by the Committee.

(d) No Fractional Shares. No fractional shares of Common Stock shall be issued pursuant to an Award or in settlement thereof.

8. Options

(a) Grant, Term and Price. The grant, issuance, retention, vesting and/or settlement of any Option shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based

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on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event be greater than 10 years; provided, however, the term of an Option (other than an Incentive Stock Option) shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising the Option, which extension shall expire on the 30th day following the date such prohibition no longer applies. The Committee will establish the price at which Common Stock may be purchased upon exercise of an Option, which in no event will be less than the Fair Market Value of such shares on the date of grant; provided, however, that the exercise price per share of Common Stock with respect to an Option that is granted as a Substitute Award may be less than the Fair Market Value of the shares of Common Stock on the date such Option is granted if such exercise price is based on a formula set forth in the terms of the options held by such optionees or in the terms of the agreement providing for such merger or other acquisition that satisfies the requirements of (i) Section 409A of the Code, if such options held by such optionees are not intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code, and (ii) Section 424(a) of the Code, if such options held by such optionees are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. The exercise price of any Option may be paid in cash to the Company in U.S. dollars or such other method as determined by the Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the shares of Common Stock issuable under an Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock otherwise deliverable upon exercise.

(b) No Repricing without Stockholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section 16), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Option, and at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price.

(c) No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of, shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option.

(d) Incentive Stock Options. Notwithstanding anything to the contrary in this Section 8, in the case of the grant of an Incentive Stock Option, if the Participant owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110% of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within a period of not more than five years from the date of grant. Notwithstanding anything in this Section 8 to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder).

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(e) No Stockholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holder of record of such shares.

9. Stock Appreciation Rights

(a) General Terms. The grant, issuance, retention, vesting and/or settlement of any Stock Appreciation Right shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of Stock Appreciation Right shall in no event be greater than 10 years; provided, however, the term of an Stock Appreciation Right shall be automatically extended if, at the time of its scheduled expiration, the Participant holding such Stock Appreciation Right is prohibited by law or the Company’s insider trading policy from exercising the Stock Appreciation Right which extension shall expire on the 30th day following the date such prohibition no longer applies. Stock Appreciation Rights may be granted to Participants from time to time either in tandem with or as a component of Options granted under the Plan (“tandem SARs”) or not in conjunction with other Awards (“freestanding SARs”). Upon exercise of a tandem SAR as to some or all of the shares covered by the grant, the related Option shall be canceled automatically to the extent of the number of shares covered by such exercise. Conversely, if the related Option is exercised as to some or all of the shares covered by the grant, the related tandem SAR, if any, shall be canceled automatically to the extent of the number of shares covered by the Option exercise. Any Stock Appreciation Right granted in tandem with an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or expiration of such Option, provided that the Fair Market Value of Common Stock on the date of the SAR’s grant is not greater than the exercise price of the related Option. All freestanding SARs shall be granted subject to the same terms and conditions applicable to Options as set forth in Section 8 and all tandem SARs shall have the same exercise price as the Option to which they relate. Subject to the provisions of Section 8 and the immediately preceding sentence, the Committee may impose such other conditions or restrictions on any Stock Appreciation Right as it shall deem appropriate. Stock Appreciation Rights may be settled in Common Stock, cash, Restricted Stock or a combination thereof, as determined by the Committee and set forth in the applicable Award Agreement.

(b) No Repricing without Stockholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section 16), the Committee shall not, without stockholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without stockholder approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price.

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(c) No Stockholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Award of Stock Appreciation Rights or any shares of Common Stock subject to an Award of Stock Appreciation Rights until the Participant has become the holder of record of such shares.

10. Restricted Stock and Restricted Stock Units

(a) Vesting and Performance Criteria. The grant, issuance, vesting and/or settlement of any Award of Restricted Stock or Restricted Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other stockholder-approved compensation plans or arrangements of the Company.

(b) Dividends and Distributions. Participants in whose name Restricted Stock is granted shall be entitled to receive all dividends and other distributions paid with respect to those shares of Common Stock, unless determined otherwise by the Committee. The Committee will determine whether any such dividends or distributions will be automatically reinvested in additional shares of Restricted Stock and/or subject to the same restrictions on transferability and vesting conditions as the Restricted Stock with respect to which they were distributed or whether such dividends or distributions will be paid in cash. Shares underlying Restricted Stock Units shall be entitled to dividends or distributions only to the extent provided by the Committee.

11. Other Stock-Based Awards

(a) General Terms. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, the value of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Common Stock delivered pursuant to an Other Stock-Based Award in the nature of a purchase right granted under this Section 11 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including cash, Common Stock, other Awards, or other property, as the Committee shall determine.

(b) Dividends and Distributions. Shares underlying Other Stock-Based Awards shall be entitled to dividends or distributions only to the extent provided by the Committee.

12. Incentive Bonuses

(a) Performance Criteria. The Committee shall establish the performance criteria and level of achievement versus such criteria that shall determine the amount payable under an Incentive Bonus, which may include a target, threshold and/or maximum amount payable and any formula for determining such achievement, and which criteria may be based on performance conditions.

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(b) Timing and Form of Payment. The Committee shall determine the timing of payment of any Incentive Bonus. Payment of the amount due under an Incentive Bonus may be made in cash or in Common Stock, as determined by the Committee.

(c) Discretionary Adjustments. Notwithstanding satisfaction of any performance goals and, the amount paid under an Incentive Bonus on account of either corporate performance or personal performance evaluations may be adjusted by the Committee on the basis of such further considerations as the Committee shall determine.

13. Performance Awards

The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the number of shares of Common Stock, Restricted Stock Units, or cash to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award (any such Award, a “Performance Award”). A Performance Award may be identified as “Performance Share,” “Performance Equity,” “Performance Unit” or other such term as chosen by the Committee.

14. Deferral of Payment

The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon vesting or other events with respect to Restricted Stock Units, Other Stock-Based Awards or in payment or satisfaction of an Incentive Bonus. Notwithstanding anything herein to the contrary, in no event will any election to defer the delivery of Common Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of the additional tax under Section 409A(a)(1)(B) of the Code. No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code. The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Board or the Committee in respect thereof.

15. Conditions and Restrictions Upon Securities Subject to Awards

The Committee may provide that the Common Stock issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including conditions on vesting or transferability, forfeiture or repurchase provisions and method of payment for the Common Stock issued upon exercise, vesting or settlement of such Award (including the actual or constructive surrender of Common Stock already owned by the Participant) or payment of taxes arising in connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Stock issued under an Award, including (a) restrictions under an insider trading policy or pursuant to applicable law, (b) restrictions designed to delay and/or coordinate the timing and manner of sales

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by the Participant and holders of other Company equity compensation arrangements, (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (d) provisions requiring Common Stock be sold on the open market or to the Company in order to satisfy tax withholding or other obligations.

16. Adjustment of and Changes in the Stock

(a) The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding), and the number and kind of shares of Common Stock subject to the limits set forth in Section 5, shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to comply with Section 424 of the Code or may be designed to treat the shares of Common Stock available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction or to increase the number of such shares of Common Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s securityholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock subject to such Award, vesting, performance criteria, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued or issuable pursuant to such an adjustment.

(b) In the event there shall be any other change in the number or kind of outstanding shares of Common Stock, or any stock or other securities into which such Common Stock shall have been changed, or for which it shall have been exchanged, by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in the event of such change described in this paragraph, the Committee may accelerate the time or times at which any Award may be exercised, consistent with and as otherwise permitted under Section 409A of the Code, and may provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion.

(c) In the event of a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any holder, may effect one or more of the following alternatives, which may vary among individual holders and which may vary among Awards held by any individual holder:

(i) accelerate vesting or waive any forfeiture conditions;

(ii) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of holders thereunder shall terminate;

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(iii) redeem in whole or in part outstanding Awards by requiring the mandatory surrender to the Company of some or all of the outstanding Awards held by such holders (irrespective of whether such Awards are then vested or exercisable) as of a date, specified by the Committee, in which event the Committee shall thereupon cancel such Awards and pay to each holder an amount of cash or other consideration per Award (other than a Dividend Equivalent or Incentive Bonus, which the Committee may separately require to be surrendered in exchange for cash or other consideration determined by the Committee in its discretion) equal to the Change in Control Price, less the exercise price with respect to an Option or SAR, as applicable to such Awards; provided, however, that to the extent the exercise of an Option or SAR exceeds the Change in Control Price, such Award may be cancelled for no consideration; or

(iv) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof).

Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving company in the transaction (or any parent or subsidiary thereof) does not assume or continue outstanding Awards or issue substitute awards upon the Change in Control, in a manner determined by the Committee, in its sole discretion, pursuant to this Section 16(c), all Awards that are not assumed, continued or substituted for shall be treated as follows effective immediately prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (B) in the case of any Award the vesting of which is in whole or in part subject to performance criteria or an Incentive Bonus, all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse and the Participant shall have the right to receive a payment based on target level achievement or actual performance through a date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding Restricted Stock, Restricted Stock Units or Other Stock-Based Awards (other than those referenced in subsection (B)), all conditions to the grant, issuance, retention, vesting or transferability of, or any other restrictions applicable to, such Award shall immediately lapse. In no event shall any action be taken pursuant to this Section 16(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code.

(d) Notwithstanding anything in this Section 16 to the contrary, an adjustment to an Option or Stock Appreciation Right under this Section 16 shall be made in a manner that will not result in the grant of a new Option or Stock Appreciation Right under Section 409A of the Code.

17. Transferability

Each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant other than by will or the laws of descent and distribution, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, (a) outstanding Options may be exercised following the Participant’s death by the Participant’s beneficiaries or as permitted by the Committee and (b) as

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and to the extent permitted by the Committee, a Participant may transfer or assign an Award as a gift to any “family member” (as such term is defined for purposes of the Registration Statement on Form S-8) (an “Assignee Entity”), provided that such Assignee Entity shall be entitled to exercise assigned Options and Stock Appreciation Rights only during the lifetime of the assigning Participant (or following the assigning Participant’s death, by the Participant’s beneficiaries or as otherwise permitted by the Committee) and provided further that such Assignee Entity shall not further sell, pledge, transfer, assign or otherwise alienate or hypothecate such Award.

18. Compliance with Laws and Regulations

(a) This Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws, rules and regulations, stock exchange rules and regulations, and to such approvals by any governmental or regulatory agency as may be required. The Company shall not be required to register in a Participant’s name or deliver Common Stock prior to the completion of any registration or qualification of such shares under any foreign, federal, state or local law or any ruling or regulation of any government body which the Committee shall determine to be necessary or advisable. To the extent the Company is unable to or the Committee deems it infeasible to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder, the Company and its Subsidiaries shall be relieved of any liability with respect to the failure to issue or sell such shares of Common Stock as to which such requisite authority shall not have been obtained. No Option shall be exercisable and no Common Stock shall be issued and/or transferable under any other Award unless a registration statement with respect to the Common Stock underlying such Option is effective and current or the Company has determined, in its sole and absolute discretion, that such registration is unnecessary.

(b) In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee may, in its sole discretion, modify the provisions of the Plan or of such Award, or create sub-plans, as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance, exercise, vesting, settlement or retention of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants employed outside their home country.

19. Withholding

To the extent required by applicable federal, state, local or foreign law, the Committee may, and/or a Participant shall, make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise with respect to any Award or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant rights under an Award, to issue shares of Common Stock or to recognize the disposition of such shares of Common Stock until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other Award held by the Participant, or by the Participant tendering to the Company cash or, if allowed by the Committee, shares of Common Stock.

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20. Amendment of the Plan or Awards

The Board may amend, alter, suspend or terminate the Plan, and the Committee may amend or alter any Award Agreement or other document evidencing an Award made under this Plan; however, except as provided pursuant to the provisions of Section 16, no such amendment shall, without the approval of the stockholders of the Company:

(a) increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan;

(b) reduce the price at which Options may be granted below the price provided for in Section 8(a);

(c) reprice outstanding Options or SARs as described in Sections 8(b) and 9(b);

(d) extend the term of this Plan;

(e) change the class of Persons eligible to be Participants;

(f) increase the individual maximum limits in Section 5(e); or

(g) otherwise amend the Plan in any manner requiring stockholder approval by law or the rules of any stock exchange or market or quotation system on which the Common Stock is traded, listed or quoted.

No amendment or alteration to the Plan or an Award or Award Agreement shall be made which would materially impair the rights of the holder of an Award without such holder’s consent; provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change in Control that such amendment or alteration (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation or to meet the requirements of, or avoid adverse financial accounting consequences under, any accounting standard, (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or (iii) that any such diminishment of benefits provided under such Award has been adequately compensated.

21. No Liability of Company

The Company, any Subsidiary or Affiliate which is in existence or hereafter comes into existence, the Board, the Committee and any delegate thereof shall not be liable to a Participant or any other person as to: (a) the non-issuance or sale of shares of Common Stock as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares of Common Stock hereunder; and (b) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, vesting, exercise or settlement of any Award granted hereunder.

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22. Non-Exclusivity of Plan

Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

23. Governing Law

This Plan and any agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of Delaware and applicable federal law. Any reference in this Plan or in the agreement or other document evidencing any Awards to a provision of law or to a rule or regulation shall be deemed to include any successor law, rule or regulation of similar effect or applicability.

24. No Right to Employment, Reelection or Continued Service

Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate any Participant’s employment, service on the Board or service at any time or for any reason not prohibited by law, nor shall this Plan or an Award itself confer upon any Participant any right to continue his or her employment or service for any specified period of time. Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates. Subject to Sections 4 and 20, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Subsidiaries and/or its Affiliates.

25. Specified Employee Delay

To the extent any payment under this Plan is considered deferred compensation subject to the restrictions contained in Section 409A of the Code, such payment may not be made to a specified employee (as determined in accordance with a uniform policy adopted by the Company with respect to all arrangements subject to Section 409A of the Code) upon Separation from Service before the date that is six months after the specified employee’s Separation form Service (or, if earlier, the specified employee’s death). Any payment that would otherwise be made during this period of delay shall be accumulated and paid on the sixth month plus one day following the specified employee’s Separation from Service (or, if earlier, as soon as administratively practicable after the specified employee’s death).

26. No Liability of Committee Members

No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his or her behalf in his or her capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or

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liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan, unless arising out of such Person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company’s Certificate of Incorporation and Bylaws (as each may be amended from time to time), as a matter of law, pursuant to any individual agreement or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

27. Severability

If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

28. Unfunded Plan

The Plan is intended to be an unfunded plan. Participants are and shall at all times be general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the claims of the creditors of the Company in the event of its bankruptcy or insolvency.

29. Clawback/Recoupment

Awards granted under this Plan will be subject to recoupment in accordance with any clawback policy that the Company adopts or is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the Committee may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate, including a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of misconduct. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between any Participant and the Company.

30. Beneficiary Designation

Participants may designate beneficiaries with respect to Awards under the Plan in accordance with the procedures determined by the Committee. In the absence of a beneficiary designation, a Participant’s estate will be the deemed beneficiary.

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31. Interpretation

Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference and shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” 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”, “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 could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.

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EX-10.5

Exhibit 10.5

CHOBANI GLOBAL HOLDINGS, LLC

INCENTIVE PLAN

Amended and Restated as of March 9, 2016

Second Amendment and Restatement as of March 14, 2018

Third Amendment and Restatement as of June 27, 2018

Section 1.     Purpose and Definitions.

(a)     The purpose of this Chobani Global Holdings, LLC Incentive Plan (“Plan”) is to promote the interests of Chobani Global Holdings, LLC and its Subsidiaries (the “Company”). This Plan is designed to enhance the Company’s ability to attract and retain employees and other service providers and to encourage them to perform their jobs and provide their services to positively affect the long-term growth, profitability and financial success of the Company by providing them with the opportunity to share in the Company’s future growth in value.

(b)     Except as herein defined, capitalized terms used herein but not otherwise defined shall have the meaning assigned to such terms in the LLC Agreement. The term:

“Administrator” means FHU US Holdings, LLC, the manager (as defined in §18-101(10) of the Delaware Limited Liability Company Act) of the Company (the “Manager”), or such other committee, individual or individuals appointed or delegated authority pursuant to Section 2 to administer this Plan.

“Award” means, individually or collectively, a grant of Profits Interests or Participation Units pursuant to the terms of this Plan and of the applicable Grant Agreement.

“Class B Unit” means a Class B Common Unit issued under the LLC Agreement.

“Company” means Chobani Global Holdings, LLC, a Delaware limited liability company, and its Subsidiaries.

“Distribution” means each distribution made by the Company to a Unitholder pursuant to the LLC Agreement or by the Company with respect to an Award under this Plan.

“Effective Date” means the effective date of this Plan, June 27, 2018.

“Eligible Person” means any employee, manager, officer, director, consultant or other service provider of the Company. For purposes of this Plan, CGH Management Holdings, LLC is considered an Eligible Person.

“Equity Securities” means an instrument determined by the Administrator to be an “Equity Security”, which is intended to mean capital stock, partnership or limited liability company interests or other equity securities (including profits interests).

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“Grant Agreement” means the written or electronic agreement evidencing an Award and the terms and conditions of such Award.

“LLC Agreement” means the Limited Liability Company Agreement of Chobani Global Holdings, LLC, dated as of March 19, 2014, as amended from time to time.

“Participant” means an Eligible Person granted an Award under this Plan.

“Participation Threshold” means, with respect to each Award, an amount determined, and adjusted from time to time, by the Administrator. A Participant will not be entitled to receive any Distributions in respect of an Award that includes a Participation Threshold until the Administrator determines in its sole discretion that an amount of value equal to the Participation Threshold has been distributed after the Award’s date of grant in accordance with the terms of the Participant’s Grant Agreement and otherwise satisfies any requirements under this Plan, the Participant’s Grant Agreement and the LLC Agreement. Unless otherwise determined by the Administrator, the Participation Threshold applicable to Awards granted under this Plan will be applied consistently with the Participation Thresholds applicable to the Class B Units issued under the LLC Agreement, taking into consideration any classes, groups and series thereof. Notwithstanding anything to the contrary in this Plan, for purposes of Profits Interests, the term “Participation Threshold” shall not be administered in a manner inconsistent with the terms of the LLC Agreement and the actions of the Manager pursuant thereto. In the event that the Administrator determines that stated Participation Threshold could cause the Class B Units to fail to qualify as profits interests under Rev. Procs. 93-27 and 2001-43 as of the date of their issuance, then the Administrator shall consider in good faith modification or amendment to the Participation Threshold to cause the Class B Units to so qualify.

“Participation Unit” means the right to receive an amount equal in value to one Class B Unit, after deduction of the Participation Threshold and after taking into consideration any classes, groups and series of Class B Units, any adjustments made in accordance with Section 7 of this Plan, any determinations of the Administrator provided or allowed under this Plan, and as set forth in the applicable Grant Agreement. Any amounts that become due with respect to a Participation Unit shall be settled in the form determined by the Administrator.

“Performance Goals” means one or more business criteria based on the performance of any individual, business unit, group, or entity (including, but not limited to the Company), or any other performance criteria selected by the Administrator.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a Governmental Entity.

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“Plan” means this Chobani Global Holdings, LLC Incentive Plan, as it may from time to time be amended in accordance with Section 9 of this Plan.

“Profits Interests” means the grant of a Class B Unit that is intended to constitute a “profits interest” for federal income tax purposes.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors 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, or (ii) if a limited liability company, partnership, association or other business entity (other than a corporation), a majority of limited liability company interests, partnership interests or other similar ownership interests (as the case may be) thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof and without limitation, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity profits or losses or shall be, or shall control, the general partner, manager, managing member, managing director (or a board comprised of any of the foregoing) of such limited liability company, partnership, association or other business entity.

“Unitholder” means a Person holding a limited liability company interest in the Company.

Section 2.     Administration. The Administrator shall have exclusive authority to operate, manage and administer this Plan in accordance with its terms and conditions and those of the LLC Agreement. The Administrator may make such rules and regulations and establish such procedures for the administration of this Plan as it deems appropriate. Without limiting the generality of the foregoing, the Administrator shall have the exclusive right and discretionary authority to: (a) determine the Participants to whom Awards are granted; (b) determine the type of Award to be granted to a particular Participant; (c) determine the number of Class B Units or Participation Units to be granted pursuant to each Award to a particular Participant; (d) determine the manner in which the value of an Award is to be calculated; (e) determine the form and content of Grant Agreements; (f) determine the extent to which Awards have been forfeited in accordance with the terms of this Plan and under the applicable Grant Agreements; (g) determine the extent to which Performance Goals and/or other terms and conditions applicable to any Awards have been attained or satisfied; (h) accelerate the vesting of, or waive any attainment or satisfaction of, any such Performance Goals, terms or conditions relating to any Award; (i) interpret this Plan and the Grant Agreements, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law; (j) determine any other rights and obligations in respect of Class B Units or Participation Units subject to any Award; and (k) take any other actions and make any other determinations or decisions that the Administrator deems necessary or appropriate in connection with this Plan or a Grant Agreement, or the administration or interpretation of this Plan or Grant Agreements.

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Unless otherwise expressly provided hereunder, the Administrator, with respect to any Award, may exercise its discretion hereunder at any time, including at the time of the date of grant of an Award or thereafter. The Administrator’s decisions and determinations need not be uniform and may be made selectively among Participants, whether or not they are similarly situated, including varying the rights and obligations of the Class B Units or Participation Units subject to any Award. In the event of any dispute or disagreement as to the interpretation of any provision of this Plan or a Grant Agreement, or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Plan or a Grant Agreement, the decision of the Administrator shall be final and binding upon all Persons. The Administrator shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under this Plan. The Administrator may delegate all or any of its responsibilities and powers under this Plan (and revoke any such delegation) to any committee appointed by the Administrator or any other Person or Persons selected by it, except to the extent prohibited by applicable law, rule or regulation. References herein to the Administrator shall be to any such committee or other delegatee, to the extent of such delegation.

Section 3.     Eligibility and Grant of Awards. The Administrator shall, as reflected by the terms of the Grant Agreements and in its sole discretion, authorize the grant of Awards to Eligible Persons. Each Grant Agreement shall contain such other terms, provisions and conditions not inconsistent with this Plan or the LLC Agreement as shall be determined by the Administrator. The terms and conditions of Awards need not be uniform among Participants. The Participant under a given Grant Agreement shall take whatever additional actions and execute whatever additional documents the Administrator may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Participant pursuant to the provisions of this Plan, the Participant’s Grant Agreement and/or the LLC Agreement.

Section 4.     Number and Terms of Class B Units Subject to Awards.

(a) The maximum number of Class B Units with respect to which Awards may be granted under this Plan, subject to adjustment in accordance with the provisions of Section 7, shall be 34,108,695 Class B Units.

(b) To the extent any Class B Units subject to any Award fail to vest or are cancelled, terminated, expired, exchanged or forfeited, such Class B Units shall again be available under this Plan, except as otherwise provided in this Plan, a Participant’s Grant Agreement or any other agreement to which the Company is a party.

(c) Awards may be based on vesting requirements as determined by the Administrator in its sole and absolute discretion. Vesting of Awards may be based on the passage of time and/or upon the extent of attainment of Performance Goals and/or satisfaction of other terms and conditions (such as continued employment or service with the Company) determined by the Administrator when the Award is granted and set forth in the Grant Agreement.

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(d) Unless otherwise provided hereunder or in the applicable Grant Agreement, or by the Administrator, to the extent any Award has not vested or does not vest hereunder or under the applicable Grant Agreement prior to or concurrently with the termination of a Participant’s employment or other services with the Company such Award shall, without any further action, be forfeited upon such termination.

(e) Distributions in respect of the Class B Units subject to Awards shall be handled in accordance with the terms of the Participant’s Grant Agreement and the LLC Agreement.

Section 5.     Restrictions on Transfer. Participation Units or Class B Units covered by an Award, as applicable, may not be transferred except pursuant to a Participant’s last will and testament or the laws of descent and distribution in the absence of a prior written consent of the Manager.

Section 6.     No Guarantee of Tax Treatment. The Class B Units subject to Awards granted under this Plan are intended to be treated as a “profits interest” for federal income tax purposes pursuant to Revenue Procedures 93-27 and 2001-43 when granted. Notwithstanding any provisions of this Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that any Award intended to be a profits interest shall be so treated for tax purposes, and none of the Administrator, the Company or any Affiliate shall have any responsibility or liability to any Person with respect to the tax consequences if they are not so treated. In general, none of the Administrator, the Company or any Affiliate make any representations as to tax consequences of any compensation or benefits provided hereunder. A Participant is solely responsible for any and all income, excise or other taxes imposed on Participant with respect to any and all compensation or other benefits provided to Participant pursuant to an Award under this Plan. None of the Administrator, the Company or any Affiliate have any duty or obligation to, and do not undertake to, provide tax advice or to minimize the tax consequences of an Award to the holder of such Award. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under this Plan.

Section 7.     Adjustments to Awards. In the event that the Administrator shall determine that any Distribution (whether in the form of cash, Class B Units, other Equity Securities, or other property), recapitalization, Class B Unit split, reverse Class B Unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Class B Units or other securities of the Company, issuance of warrants or other rights to purchase Class B Units or other securities of the Company, or other similar corporate transaction or event affects the Class B Units such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manner as it may deem equitable, adjust

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any or all of (a) the securities of the Company subject to this Plan, (b) the number and type of Class B Units or other securities of the Company subject to this Plan and which thereafter may be made the subject of Awards under this Plan, (c) the number and type of Class B Units or other securities of the Company subject to outstanding Awards and (d) the grant or purchase price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that any fractional interests resulting from the adjustment may, in the Administrator’s sole discretion, be eliminated. In the event of a Sale of the Company (as defined in the LLC Agreement) under clause (iv) of such definition, the Manager shall have the right, but not the obligation, to assume the Company’s obligations under the Plan by any means it shall determine, including by purchasing outstanding Class B Units and/or making appropriate adjustments to the Class B Units, in order to satisfy its assumed obligations.

Section 8.     Rights as a Unitholder. A Participant shall not have any rights as a Unitholder with respect to any Class B Units covered by any Award until such Participant shall have (a) become the holder of record of such Class B Units, (b) executed a joinder agreement to the LLC Agreement as provided for by the Company and (c) executed any such other documents as the Administrator or the Company shall deem reasonably necessary.

Section 9.     Amendment and Termination. The Administrator may, at any time, modify, amend, suspend or terminate this Plan or any outstanding Award without the prior consent of any Participant; provided, however, that no modification, amendment, suspension or termination may materially adversely affect the terms of any Award previously granted without the prior written consent of the affected Participant unless otherwise permitted by this Plan or the LLC Agreement.

Section 10.     No Rights to Continued Employment or Service or to Award. Nothing in this Plan or in any Award granted pursuant to this Plan or any Grant Agreement shall confer on any Person any right to employment or continued service with the Company or any Affiliate, or interfere in any way with the right of the Company or any of its Affiliates to terminate or change the terms of any Person’s employment or service at any time. No Person shall have any right to receive any Award under this Plan. If an Eligible Person has received the grant of an Award, such grant shall not give the Eligible Person any right to receive any additional Award in the future.

Section 11.     409A Compliance. It is the intention of Company that this Plan shall be exempt from, or otherwise comply with, the provisions of Section 409A of the Internal Revenue Code (“Section 409A”), as in effect as of this Plan’s Effective Date or as subsequently modified. In the event that Section 409A would impose a detriment on the Participants, taken as a whole, with respect to Awards, then the Administrator shall consider in good faith modifications or amendments to this Plan intended to eliminate or ameliorate such detriment; provided that, in no event shall the Administrator be required to modify or amend this Plan in any manner. Neither the Company nor any of its Affiliates shall have any liability to a Participant, or to any other Person, if an Award that is intended to be exempt from, or compliant with, Section 409A is not

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so exempt or compliant or for any action taken by the Administrator, the Company or any of its Affiliates and, in the event that any amount or benefit under this Plan becomes subject to penalties under Section 409A, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Administrator, Company or any of its Affiliates.

Section 12.     Indemnification and Reimbursement of Payments on Behalf of Participant. The Company shall be entitled to deduct or withhold from any cash amounts owing from the Company or any of its Affiliates to a Participant any taxes imposed with respect to a Participant’s compensation or other payments from the Company or any of its Affiliates, or a Participant’s ownership interest in the Company, including wages, bonuses and/or cash distributions. To the extent that such amounts are insufficient to permit the Company or any of its Affiliates to satisfy its withholding obligations solely with respect to such taxes arising from a Participant’s compensation or other payments from the Company or its Affiliates, a Participant shall indemnify the Company and its Affiliates for any amounts paid with respect to any such taxes, together with any interest, penalties and related expenses thereto.

Section 13.     Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Plan shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) upon confirmed transmission, when delivered by facsimile or by means of electronic mail to the recipient, provided that if delivered by facsimile or electronic mail after 5:00 p.m. New York, New York time, delivery will be deemed to have occurred on the next business day, or (c) when delivered by overnight courier, when delivery is made according to the records of such courier. Such notices, demands, and other communications shall be sent to the Company at the following address and to Participant at the address for Participant set forth from time to time in the books and records of the Company or its Affiliates, or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice pursuant to this Section 13 to the sending party.

Chobani Global Holdings, LLC

200 Lafayette St., FL #6

New York, New York 10012

Attention: Chief Legal Officer and General Counsel

E-mail:

Section 14.     Binding on Successors. This Plan shall be binding upon the Company, all Participants, any other Person having an interest herein, and their respective assigns and successors in interest.

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Section 15.     Severability. The provisions of this Plan and any Grant Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Plan or a Grant Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Plan or Grant Agreement, as applicable, in such jurisdiction or the validity, legality or enforceability of any provision of this Plan or any such Grant Agreement, as applicable, in any other jurisdiction, it being intended that all rights and obligations of all Persons having an interest in this Plan or any Grant Agreement shall be enforceable to the fullest extent permitted by applicable law.

Section 16.     Third Party Beneficiaries. Except as expressly provided in this Plan or a Grant Agreement, no term or provision of this Plan or any such Grant Agreement is intended to be, or shall be, for the benefit of any Person not a Participant or a party to a Grant Agreement, and no such other Person shall have any right or cause of action thereunder.

Section 17.     Unfunded Plan. This Plan is unfunded. Neither the Company nor any of its Affiliates shall have any obligation to segregate any assets in connection with or as a result of this Plan.

Section 18.     Governing Law and Construction. This Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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EX-10.6

Exhibit 10.6

CGH MANAGEMENT HOLDINGS, LLC

2016 MANAGEMENT PLAN

Effective as of March 9, 2016

Amended and Restated as of January 1, 2020

Section 1.     Purpose and Definitions

(a)     The purpose of this CGH Management Holdings, LLC 2016 Management Plan is to promote the interests of the Company, Chobani and their respective Affiliates. This Plan is designed to enhance Chobani’s ability to attract and retain individuals and to encourage them to perform their duties and provide their services to positively affect the long-term growth, profitability and financial success of the Company, Chobani and their respective Affiliates by providing them with the opportunity to share in the future growth in value of the Company, Chobani and their respective Affiliates.

(b)     Except as herein defined, capitalized terms used herein but not otherwise defined shall have the meaning assigned to such terms in the LLC Agreement. The term:

“Administrator” means FHU US Holdings, LLC, the manager (as defined in §18-101(10) of the Act) of the Company (“Manager”), or such other committee, individual or individuals appointed or delegated authority pursuant to Section 2 to administer this Plan.

“Affiliate” means, with respect to any Person, any other Person controlled by, controlling or under common control with such Person. With respect to any Person who is an individual, “Affiliate” shall also include any member of such individual’s Family Group. For purposes of this Agreement, the Company, Chobani and Chobani’s subsidiaries shall not be deemed to be an Affiliate of any Member other than the Manager in the event that the Manager is a Member. For purposes of this definition, “control” shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of securities, by contract or otherwise and “controlling” and “controlled” shall be construed accordingly.

“Award” means, individually or collectively, a grant of Class B Units pursuant to the terms of this Plan and of the applicable Grant Agreement.

“Chobani” means Chobani Global Holdings, LLC, a Delaware limited liability company.

“Class B Unit” means a Class B Unit as defined in the LLC Agreement, and is intended to constitute a “profits interest” for federal income tax purposes.

“Company” means CGH Management Holdings, LLC, a Delaware limited liability company.

“Distribution” means each distribution made by the Company to a Member pursuant to the LLC Agreement or by the Company with respect to an Award under this Plan.

“Effective Date” means the effective date of this Plan, March 9, 2016.

“Eligible Person” means any employee, manager, officer, director, consultant or other service provider of the Company, Chobani or their respective Affiliates.

“Grant Agreement” means the written or electronic agreement evidencing an Award and the terms and conditions of such Award.

“LLC Agreement” means the Limited Liability Company Agreement of CGH Management Holdings, LLC, dated as of April 20, 2016, as amended from time to time.

“Member” means a Person holding a limited liability company interest in the Company who has been admitted as a Member in accordance with the terms of the LLC Agreement and the Act.

“Participant” means an Eligible Person granted an Award under this Plan.

“Participation Threshold” means, with respect to each Award, an amount determined, and adjusted from time to time, by the Administrator. A Participant will not be entitled to receive any Distributions in respect of an Award until the Administrator determines in its sole discretion that an amount of value equal to the Participation Threshold has been distributed after the Award’s date of grant in accordance with the terms of the Participant’s Grant Agreement and otherwise satisfies any requirements under this Plan, the Participant’s Grant Agreement and the LLC Agreement. Unless otherwise determined by the Administrator, the Participation Threshold applicable to Awards granted under this Plan will be applied consistently with the Participation Thresholds applicable to the Class B Units issued under the LLC Agreement, taking into consideration any classes, groups and series thereof. Notwithstanding anything to the contrary in this Plan, for purposes of the Class B Units, the term “Participation Threshold” shall not be administered in a manner inconsistent with the terms of the LLC Agreement and the actions of the Manager pursuant thereto. In the event that the Administrator determines that stated Participation Threshold could cause the Class B Units to fail to qualify as profits interests under Rev. Procs. 93-27 and 2001-43 as of the date of their issuance, then the Administrator shall consider in good faith modification or amendment to the Participation Threshold to cause the Class B Units to so qualify.

“Performance Goals” means one or more business criteria based on the performance of any individual, business unit, group, or entity (including, but not limited to the Company, Chobani, or their respective Affiliates), or any other performance criteria selected by the Administrator.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a governmental entity.

“Plan” means this CGH Management Holdings, LLC 2016 Management Plan, as it may from time to time be amended in accordance with Section 9 of this Plan.

“Replacement Plan Date” means the date on which the Company adopts the CGH Management Holdings, LLC 2020 Management Plan.

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“Sale of Chobani” means one or more of the following effected in a single transaction or series of transactions, whether or not related, with one or more independent third parties: (i) the sale, directly or indirectly, of all or substantially all of Chobani’s assets (including Equity Securities of Chobani’s Subsidiaries) or the assets of Chobani’s Subsidiaries, on a consolidated basis; (ii) the sale of the issued and outstanding Equity Securities of Chobani possessing 66 2/3% of the total combined voting power (other than voting rights accruing only in the event of a default or breach) of all classes of voting Securities of Chobani normally entitled to elect a new Chobani Manager; (iii) the merger or consolidation of Chobani or substantially all of Chobani’s Subsidiaries with one or more independent third parties in a transaction in which such independent third party(ies) thereafter control, directly or indirectly, the business and affairs of Chobani or the Subsidiaries party to such transaction; provided that a Public Sale shall not constitute a Sale of Chobani; or (iv) as long as the Administrator controls Chobani, the direct or indirect sale, transfer, assignment or other disposition (including by merger or consolidation), in one transaction or a series of related transactions, of equity or ownership interests of the Administrator representing more than 50% of the outstanding equity or ownership interests of the Administrator (other than to Persons who were members of Chobani or the Administrator on the Effective Date or affiliates (within the meaning of the Securities Act) of such Persons). For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting Securities, by contract or otherwise.

Section 2.     Administration. The Administrator shall have exclusive authority to operate, manage and administer this Plan in accordance with its terms and conditions and those of the LLC Agreement. The Administrator may make such rules and regulations and establish such procedures for the administration of this Plan as it deems appropriate. Without limiting the generality of the foregoing, the Administrator shall have the exclusive right and discretionary authority to: (a) determine the Participants to whom Awards are granted, provided that no Awards shall be granted on or after the Replacement Plan Date; (b) determine the number of Class B Units to be granted pursuant to each Award to a particular Participant; (c) determine the form and content of Grant Agreements; (d) determine the extent to which Awards have been forfeited in accordance with the terms of this Plan and under the applicable Grant Agreements; (e) determine the extent to which Performance Goals and/or other terms and conditions applicable to any Awards have been attained or satisfied; (f) accelerate the vesting of, or waive any attainment or satisfaction of, any such Performance Goals, terms or conditions relating to any Award; (g) interpret this Plan and the Grant Agreements, with such interpretations to be conclusive and binding on all Persons and otherwise accorded the maximum deference permitted by law; (h) determine the manner in which the value of an Award is to be calculated; (i) determine any other rights and obligations in respect of Class B Units subject to any Award; (j) satisfy, or cause to have satisfied, the Company’s obligations under this Plan; and (k) take any other actions and make any other determinations or decisions that the Administrator deems necessary or appropriate in connection with this Plan or a Grant Agreement, or the administration or interpretation of this Plan or Grant Agreements. Unless otherwise expressly provided hereunder, the Administrator, with respect to any Award, may exercise its discretion hereunder at any time, including at the time of the Award is granted or thereafter. The Administrator’s decisions and determinations need not be uniform and may be made selectively among Participants, whether or not they are similarly situated, including varying the rights and obligations of the Class B Units subject to any Award. In the event of any dispute or

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disagreement as to the interpretation of any provision of this Plan or a Grant Agreement, or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Plan or a Grant Agreement, the decision of the Administrator shall be final and binding upon all Persons. The Administrator shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under this Plan. The Administrator may delegate all or any of its responsibilities and powers under this Plan (and revoke any such delegation) to any committee appointed by the Administrator or any other Person or Persons selected by it, except to the extent prohibited by applicable law, rule or regulation. References herein to the Administrator shall be to any such committee or other delegate, to the extent of such delegation.

Section 3.     Eligibility and Grant of Awards. The Administrator shall, as reflected by the terms of the Grant Agreements and in its sole discretion, authorize the grant of Awards to Eligible Persons. However, no Awards shall be granted on or after the Replacement Plan Date. Each Grant Agreement shall contain such other terms, provisions and conditions not inconsistent with this Plan or the LLC Agreement as shall be determined by the Administrator. The terms and conditions of Awards need not be uniform among Participants. The Participant under a given Grant Agreement shall take whatever additional actions and execute whatever additional documents the Administrator may deem necessary or advisable in order to carry out or give effect to one or more of the obligations or restrictions imposed on the Participant pursuant to the provisions of this Plan, the Participant’s Grant Agreement and/or the LLC Agreement.

Section 4.     Number and Terms of Class B Units Subject to Awards.

(a)     The maximum number of Class B Units with respect to which Awards may be granted under this Plan shall be determined by the Manager from time to time, subject to adjustment in accordance with the provisions of Section 7, and in any event shall be sufficient to satisfy the terms and conditions of any and all outstanding Awards.

(b)     To the extent any Class B Units subject to any Award fail to vest or are cancelled, terminated, expired, exchanged or forfeited, (i) prior to the Replacement Plan Date, such Class B Units shall again be available under this Plan, except as otherwise provided in this Plan, a Participant’s Grant Agreement or any other agreement to which the Company is a party, but shall cease to be available on or after the Replacement Plan Date and (ii) on or after the Replacement Plan Date, such Class B Units shall not be available under this Plan.

(c)     Awards may be based on vesting requirements as determined by the Administrator in its sole and absolute discretion. Vesting of Awards may be based on the passage of time and/or upon the extent of attainment of Performance Goals and/or satisfaction of any other terms and conditions (such as continued employment or service with the Company, Chobani or their respective Affiliates) determined by the Administrator when the Award is granted and set forth in the Grant Agreement.

(d)     Unless otherwise provided hereunder or in the applicable Grant Agreement, or by the Administrator, to the extent any Award has not vested or does not vest hereunder or under the applicable Grant Agreement prior to or concurrently with the termination of a Participant’s employment or other services with the Company, Chobani or their respective Affiliates, such Award shall, without any further action, be forfeited upon such termination.

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(e)     Distributions in respect of the Class B Units subject to Awards shall be handled in accordance with the terms of the Participant’s Grant Agreement and the LLC Agreement.

Section 5.     Restrictions on Transfer. Class B Units covered by an Award may not be transferred except pursuant to a Participant’s last will and testament or the laws of descent and distribution in the absence of a prior written consent of the Manager.

Section 6.     No Guarantee of Tax Treatment. The Class B Units subject to Awards granted under this Plan are intended to be treated as a “profits interest” for federal income tax purposes pursuant to Revenue Procedures 93-27 and 2001-43 when granted. Notwithstanding any provisions of this Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that any Award intended to be a profits interest shall be so treated for tax purposes, and none of the Administrator, the Company, Chobani or their respective Affiliates shall have any responsibility or liability to any Person with respect to the tax consequences if they are not so treated. In general, none of the Administrator, the Company, Chobani or their respective Affiliates make any representations as to tax consequences of any compensation or benefits provided hereunder. A Participant is solely responsible for any and all income, excise or other taxes imposed on Participant with respect to any and all compensation or other benefits provided to Participant pursuant to an Award under this Plan. None of the Administrator, the Company, Chobani or their respective Affiliates have any duty or obligation to, and do not undertake to, provide tax advice or to minimize the tax consequences of an Award to the holder of such Award. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under this Plan.

Section 7.     Adjustments to Awards. In the event that the Administrator shall determine that any Distribution (whether in the form of cash, Class B Units, other securities or any other property), recapitalization, Class B Unit split, reverse Class B Unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Class B Units or other securities of the Company, issuance of warrants or other rights to purchase Class B Units or other securities of the Company, or other similar corporate transaction or event affects the Class B Units such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of (a) the securities of the Company subject to this Plan, (b) the number and type of Class B Units or other securities of the Company subject to this Plan and which thereafter may be made the subject of Awards under this Plan, (c) the number and type of Class B Units or other securities of the Company subject to outstanding Awards, and (d) the grant or purchase price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that any fractional interests resulting from the adjustment may, in the Administrator’s sole discretion, be eliminated. In the event of a Sale of Chobani (as defined in the Grant Agreement) under clause (iv) of such definition, the Manager shall have the right, but not the obligation, to assume the Company’s obligations under the Plan by any means it shall determine, including by purchasing outstanding Class B Units and/or making appropriate adjustments to the Class B Units, in order to satisfy its assumed obligations.

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Section 8.     Rights as a Member. A Participant shall not have any rights as a Member with respect to any Class B Units covered by any Award until such Participant shall have (a) become the holder of record of such Class B Units, (b) executed a joinder agreement to the LLC Agreement as provided for by the Company and (c) executed any such other documents as the Administrator or Company shall deem reasonably necessary.

Section 9.     Amendment and Termination. The Administrator may, at any time, modify, amend, suspend or terminate this Plan or any outstanding Award without the prior consent of any Participant; provided, however, that no modification, amendment, suspension or termination may materially adversely affect the terms of any Award previously granted without the prior written consent of the affected Participant unless otherwise permitted by this Plan or the LLC Agreement.

Section 10.     No Rights to Continued Employment or Service or to Award. Nothing in this Plan or in any Award granted pursuant to this Plan or any Grant Agreement shall confer on any Person any right to employment or continued service with the Company, Chobani or their respective Affiliates, or interfere in any way with the right of the Company, Chobani or their respective Affiliates to terminate or change the terms of any Person’s employment or service at any time. No Person shall have any right to receive any Award under this Plan. If an Eligible Person has received the grant of an Award, such grant shall not give that Eligible Person any right to receive any additional Award in the future.

Section 11.     409A Compliance. It is the intention of the Company that this Plan shall be exempt from, or otherwise comply with, the provisions of Section 409A of the Internal Revenue Code (“Section 409A”), as in effect as of this Plan’s Effective Date or as subsequently modified. In the event that Section 409A would impose a detriment on the Participants, taken as a whole, with respect to Awards, then the Administrator shall consider in good faith modifications or amendments to this Plan intended to eliminate or ameliorate such detriment; provided that, in no event shall the Administrator be required to modify or amend this Plan in any manner. Neither the Administrator, the Company, Chobani nor their respective Affiliates shall have any liability to a Participant, or to any other Person, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Administrator or the Company and, in the event that any amount or benefit under this Plan becomes subject to penalties under Section 409A, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Administrator, the Company, Chobani or their respective Affiliates.

Section 12.     Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Plan shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) upon confirmed transmission, when delivered by facsimile or by means of electronic mail to the recipient, provided that if delivered by facsimile or electronic mail after 5:00 p.m. New York, New York time, delivery will be deemed to have occurred on the next business day, or (c) when delivered by overnight courier, when delivery is made according to the records of such courier. Such notices, demands, and other communications shall be sent to the Company at the following address and to Participant at the address for Participant set forth from time to time in the books and records of the Company, Chobani or their respective Affiliates, or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice pursuant to this Section 12 to the sending party.

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CGH Management Holdings, LLC

c/o Chobani Global Holdings, LLC

200 Lafayette St., FL #6

New York, New York 10012

Attention: Office of General Counsel

E-mail:

Section 13.     Binding on Successors. This Plan shall be binding upon the Company, all Participants, any other Person having an interest herein, and their respective assigns and successors in interest.

Section 14.     Severability. The provisions of this Plan and any Grant Agreement shall be deemed severable. The invalidity or unenforceability of any provision of this Plan or a Grant Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Plan or Grant Agreement, as applicable, in such jurisdiction or the validity, legality or enforceability of any provision of this Plan or any such Grant Agreement, as applicable, in any other jurisdiction, it being intended that all rights and obligations of all Persons having an interest in this Plan or any Grant Agreement shall be enforceable to the fullest extent permitted by applicable law.

Section 15.     Third Party Beneficiaries. Except as expressly provided in this Plan or a Grant Agreement, no term or provision of this Plan or any such Grant Agreement is intended to be, or shall be, for the benefit of any Person not a Participant or a party to a Grant Agreement, and no such other Person shall have any right or cause of action thereunder.

Section 16.     Unfunded Plan. This Plan is unfunded. Neither the Company, Chobani nor their respective Affiliates shall have any obligation to segregate any assets in connection with or as a result of this Plan.

Section 17.     Governing Law. This Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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FORM OF GRANT AGREEMENT

UNDER THE CGH MANAGEMENT HOLDINGS, LLC INCENTIVE PLAN

(Class B Common Units Series [                    ])

THIS GRANT AGREEMENT (this “Agreement”) is made as of [                    ] (the “Grant Date”), by and between CGH Management Holdings, LLC, a Delaware limited liability company (the “Company”), and the Person identified on the signature page attached hereto (“Grantee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 4 of this Agreement, or the signature page of this Agreement or, if not otherwise defined herein, the meanings ascribed to such terms in the Plan or the LLC Agreement.

WHEREAS, the Company maintains the CGH Management Holdings, LLC Incentive Plan, as it may be amended and restated from time to time (the “Plan”), which is incorporated into and forms a part of this Agreement, and Grantee has been selected by the Administrator to receive an Award under the Plan;

WHEREAS, the Company and Grantee desire to enter into this Agreement pursuant to which, on the terms and subject to the conditions contained herein, Grantee will acquire from the Company, and the Company will grant to Grantee, a number of Class B Common Units Series [                    ] (the “Incentive Units”) in consideration for Grantee providing services to or for the benefit of the Company, Chobani or their respective Affiliates; and

WHEREAS, this Agreement is an Equity Agreement as defined in the LLC Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.     Grant of Incentive Units.

(a)     Upon the terms and conditions set forth in this Agreement, the Company hereby grants to Grantee: a total of [        ] Incentive Units, [                    ] of which (representing 50% of all Incentive Units awarded to Grantee hereunder) shall be subject to time vesting in accordance with Section 2(a) below (the “Time Vesting Units”), and [                    ] of which (representing 50% of all Incentive Units awarded to Grantee hereunder) shall be subject to performance vesting in accordance with Section 2(b) below (the “Performance Vesting Units”).

(b)     Prior to the end of the thirtieth (30th) day after the Grant Date, Grantee will file an effective election with the Internal Revenue Service under Section 83(b) of the Code, in the form of Exhibit A attached hereto.

(c)     The initial “Participation Threshold” for purposes of the LLC Agreement with respect to each Incentive Unit shall be $[        ]. The Incentive Units issued hereunder are designated as Class B Common Units Series [                    ] and the parties hereto intend for the treatment of the Incentive Units granted under this Agreement to be consistent with Revenue Procedures 93-27 and 2001-43.

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(d)     In connection with the issuance of the Incentive Units hereunder, Grantee represents and warrants to the Company that as of the date hereof:

(i)     The Incentive Units to be acquired by Grantee pursuant to this Agreement are acquired by Grantee at no cost to Grantee and for no value provided by Grantee.

(ii)     The terms of this Agreement have not been negotiated by the Grantee, nor has the Grantee had any influence on the Company’s decision to grant the Incentive Units to Grantee or the number of Incentive Units granted. Additionally, the Grantee understands and agrees that Grantee can neither accept nor reject the grant of Incentive Units as such grant is involuntary in nature.

(iii)     The Incentive Units to be acquired by Grantee pursuant to this Agreement will be acquired for Grantee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state or foreign securities laws, and the Incentive Units will not be disposed of in contravention of the Securities Act or any applicable state or foreign securities laws.

(iv)     This Agreement constitutes the legal, valid and binding obligation of Grantee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Grantee does not and will not conflict with, violate or cause a breach of any agreement or instrument to which Grantee is a party or subject or any judgment, order or decree to which Grantee is subject.

(v)     Grantee provides services to the Company, Chobani or one of their respective Affiliates, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Incentive Units, and has determined that the Incentive Units are suitable to receive and hold.

(vi)     Grantee has the financial ability to bear the economic risk of the Incentive Units (including the possibility of a complete loss of the Incentive Units), has adequate means for providing for Grantee’s current needs and contingencies and has no need for liquidity with respect to the Incentive Units.

(vii)     If the Company has notified Grantee (including, without limitation, by a notice set forth on the signature page attached hereto) that it is relying or may rely on an exemption pursuant to Regulation D of the Securities Act for the issuance of the Incentive Units to Grantee, Grantee is an “accredited investor” within the meaning of Regulation D of the Securities Act.

(viii)     Grantee fully understands and agrees that Grantee must bear the economic risk associated with the Incentive Units for an indefinite period of

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time because, among other reasons, the Incentive Units have not been registered under the Securities Act or under applicable state or foreign securities laws and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless either (A) subsequently registered under the Securities Act and under the applicable state and foreign securities laws or (B) an exemption from such registration is available. Grantee understands the Company is under no obligation to register the Incentive Units on Grantee’s behalf or to assist Grantee in complying with any exemption from registration under the Securities Act or any applicable state or federal securities laws. Additionally, Grantee understands that even in the event that (A) or (B) above applies, Transfer of the Incentive Units is further restricted by this Agreement and the LLC Agreement, which only permits Transfers of Incentive Units pursuant to a Grantee’s last will and testament or the laws of descent and distribution in the absence of the prior written consent of the Manager.

(ix)     Grantee (A) has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Company’s issuance of the Incentive Units, (B) has had full access to such other information concerning the Company and its Affiliates as Grantee has requested in connection with the acquisition of the Incentive Units and (C) has received and reviewed a copy of each of the Transaction Documents.

(x)     To the extent deemed necessary and appropriate in Grantee’s judgment, Grantee has consulted with outside tax counsel, and Grantee acknowledges and agrees that neither the Company nor the Manager, or any of their respective Affiliates or representatives, shall have any liability or obligation to Grantee with respect to any tax liabilities arising as a result of Grantee’s acquisition of the Incentive Units or status as a Member of the Company or a Participant in the Plan.

(xi)     Grantee is neither party to, nor bound by, any employment agreement, consulting agreement, non-compete agreement or non-solicitation agreement that would conflict with Grantee’s obligations under the Transaction Documents, status as a Member, or to the Company, Chobani or any of their respective Affiliates to which Grantee is providing, or may in the future provide, services.

(xii)     Grantee is a resident of the city, state and country indicated in Grantee’s Address on the signature page hereto.

(xiii)     Grantee acknowledges and agrees that Grantee received and reviewed a copy of the LLC Agreement and the Plan. Grantee further acknowledges and agrees that the Incentive Units are subject to the terms and conditions of the LLC Agreement and the Plan.

(e)     Grantee acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with the Company’s obligations under applicable securities laws and the issuance of the Incentive Units to Grantee hereunder is intended to be exempt from registration under the Securities Act, including pursuant to Section 4(a)(2), Regulation D or Rule 701 thereunder or otherwise.

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(f)     As an inducement to the Company to issue the Incentive Units to Grantee, and as a condition thereto, Grantee acknowledges and agrees that neither the issuance of the Incentive Units to Grantee nor any provision contained in this Agreement, the LLC Agreement or the Plan shall entitle Grantee to remain in the service of the Company, Chobani or any of their respective Affiliates or affect the right of the Company, Chobani or any of their respective Affiliates to terminate any service relationship with Grantee, including but not limited to any employment relationship, at any time, with or without cause, with or without notice, for any reason or no reason.

(g)     If Grantee is lawfully married as of the date hereof, Grantee’s spouse shall execute and deliver to the Company the Consent in the form of Exhibit B attached hereto (the “Consent”). No spouse executing the Consent or any such writing solely by reason of such spouse’s “community property” interest in the Incentive Units and the immediately preceding sentence, shall be considered to be a “Member” under the LLC Agreement for any purposes whatsoever. The Company’s obligation to consummate the issuance of the Incentive Units pursuant to this Section 1 is conditioned upon Grantee’s spouse executing and delivering such Consent concurrently herewith, if applicable.

(h)     Concurrently with the execution of this Agreement, Grantee shall execute and deliver to the Company a counterpart signature page to the LLC Agreement. The Company’s obligation to consummate the issuance of the Incentive Units pursuant to this Section 1 is conditioned upon Grantee executing and delivering such counterparts concurrently herewith.

(i)     The Company and Grantee hereby acknowledge and agree that this Agreement has been executed and delivered, and the Incentive Units have been issued hereunder, pursuant to the Plan and the LLC Agreement.

2.     Vesting of Incentive Units.

(a)     Time-Vesting Units. The Time Vesting Units shall vest in accordance with the following schedule, subject to Grantee’s continued service with the Company, Chobani or any of their respective Affiliates on the applicable Vesting Date: [                    ].

There shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date if Grantee is then providing services to the Company, Chobani or any of their respective Affiliates.

(b)     Performance Vesting Units. The Performance Vesting Units will vest on the Vesting Date below for each of the Company’s fiscal years ended as follows: [                    ] (collectively, the “Performance Periods”).

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If Chobani achieves the Performance Goal (as defined in the Plan) established for each such Performance Period (each, the “Applicable Target”) and Grantee is then providing services to the Company, Chobani or any of their respective Affiliates on the last date of the applicable Performance Period. The Applicable Target for (i) the 2016 Performance Period shall be Chobani having achieved positive EBITDA of at least $[        ], and (ii) the 2017 Performance Period shall be Chobani having achieved positive EBITDA of at least $[        ]. The foregoing notwithstanding, the Administrator may, at its sole discretion, use alternative Performance Goals with respect to any future Performance Period, with any such goal being considered to be an Applicable Target hereunder. There shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date.

The Applicable Targets for any Performance Period after 2017 will be determined by the “manager” (as defined in section 18-101(10) of the Act) of Chobani (the “Chobani Manager”) in good faith in or about November of the immediately preceding fiscal year. For the sake of clarity, Grantee must be providing services to the Company, Chobani or any of their respective Affiliates on the last day of any applicable Performance Period in order for any Performance Vesting Units to vest under this Section 2(b) during any applicable Performance Period.

If Chobani achieves at least the Minimum Target (as defined below) for a Performance Period and Grantee is then providing services to the Company, Chobani or any of their respective Affiliates on the last date of the applicable Performance Period, the Vesting Percentage (as defined below) of all the Performance Vesting Units and all outstanding Carry Forward Units (as defined below) eligible to vest in that Performance Period shall vest.

The “Minimum Target” means (i) for the 2016 Performance Period, $[        ], and (ii) for the 2017 Performance Period, $[        ], and (ii) for any Performance Period after 2017, such percentage of the Applicable Target for such Performance Period as determined by the Administrator in good faith when the Applicable Target for such Performance Period is determined by the Chobani Manager.

The “Vesting Percentage” means: (i) for the 2016 Performance Period, the corresponding percentage of the Applicable Target that has been achieved with respect to the 2016 Performance Period, (ii) for the 2017 Performance Period, a percentage calculated as follows (i.e. if the Minimum Target is achieved, commence vesting at 25% of the Performance Vesting Units and straight-line to 100% based on the percentage by which the Applicable Target is achieved with respect to the 2017 Performance Period):

Payout % = 100% –	(	100% – 25%	)	× ($[            ] – Actual EBITDA)
		$[                                     ] – $[                                                     ]

and, (iii) for any Performance Period after 2017, such percentage as determined by the Chobani Manager in good faith when determining the Applicable Target for such Performance Period.

If at least the Minimum Target for a particular Performance Period has been achieved, for the next two succeeding Performance Periods, the unvested portion of the Performance Vesting Units first eligible to vest in such Performance Period (the “Carry Forward Units”) will be eligible to vest to the extent the Applicable Targets are achieved in any such two

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subsequent Performance Periods as set forth above and as demonstrated in the example set forth on Exhibit C of this Agreement. Any Carry Forward Units that do not vest in accordance with the immediately preceding sentence shall be automatically forfeited.

For purposes of this Agreement, achievement of Performance Goals for each applicable Performance Period will be determined by the Administrator based on the final audit by Chobani’s independent certified public accountants of Chobani’s consolidated financial statements for the applicable Performance Period by the 15th day following the delivery of such final audit (each, a “Determination Date”).

(c)     Accelerated Vesting of Time Vesting Units Upon a Sale of Chobani. Upon the occurrence of a Sale of Chobani, all Time Vesting Units that have not vested shall vest as of the date of consummation of such Sale of Chobani, if, as of such date, Grantee is employed by the Company or any of its Subsidiaries.

(d)     Accelerated Vesting of Performance Vesting Units and Carry Forward Units Upon a Sale of Chobani. Upon the occurrence of a Sale of Chobani, the portion, if any, of the Performance Vesting Units (including any Carry Forward Units, as applicable), that have not yet had an opportunity to vest because the applicable Performance Period has not closed (the “Eligible Units”) will vest in an amount equal to the product of (i) the number of the Eligible Units multiplied by (ii) a fraction, (A) the numerator of which is the aggregate number of Performance Vesting Units (including any Carry Forward Units, as applicable) that have previously vested in the Performance Period(s) preceding the Performance Period that includes the Sale of Chobani in accordance with Section 2(b) of this Agreement, and (B) the denominator of which is the aggregate number of the Performance Vesting Units (including any Carry Forward Units, as applicable) that were eligible to vest in the Performance Period(s) preceding the Performance Period that includes the Sale of Chobani, provided that, in the event that Chobani’s Total Equity Value as of the date of the Sale of Chobani equals or exceeds $[        ], 100% of the Performance Vesting Units (including any Carry Forward Units, as applicable) will vest as of the consummation of such Sale of Chobani. Any Performance Vesting Units (including any Carry Forward Units, as applicable) that do not vest on such Sale of Chobani shall be automatically forfeited on the date of the consummation of such Sale of Chobani.

(e)     Notwithstanding anything contained herein or in the Plan, you must be continuously employed by Chobani through the first anniversary of your hire date in order to be eligible to receive any Time Vesting Units or Performance Vesting Units hereunder. If you are terminated prior to the one-year anniversary of your hire date, you will forfeit all Time Vesting Units and Performance Vesting Units, regardless as to whether or not a Vesting Date has occurred. All Performance Vesting Units that do not vest in accordance with this Section 2 shall be automatically forfeited.

3.     Forfeiture; Repurchase Option.

(a)     Notwithstanding anything to the contrary herein, in the event of a Separation Event, (i) each unvested Incentive Unit shall be automatically forfeited as of the effective date of the Separation Event for no consideration (including, without limitation, any

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Carry Forward Units) and (ii) if such Separation Event results from the termination of Grantee’s employment with Cause, then each vested Incentive Unit shall also be automatically forfeited as of the effective date of the Separation Event for no consideration. Each unvested Incentive Unit that is a Performance Vesting Unit shall be automatically forfeited on the date that it is no longer eligible to performance vest under Section 2.

(b)     Subject to the terms of Section 3(a) above, in the event of a Separation Event, the vested Incentive Units and other Grantee Securities issued with respect to such vested Incentive Units (collectively, the “Eligible Grantee Securities”) (whether held by Grantee or one or more of Grantee’s Transferees, other than the Company) will be subject to repurchase, in each case, by the Company pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any of the Founder Investors or Chobani, and any such assignee thereof be treated as the Company for purposes of this Section 3 with respect to any repurchase of the Eligible Grantee Securities. If there is a Public Offering and the Securities of the Registered Company are distributed to the holder of Eligible Grantee Securities in connection therewith, then such Registered Company will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the Registered Company’s Securities. “Founder Investors” means (i) FHU US Holdings, LLC and (ii) to the extent designated as a “Founder Investor” by the manager of FHU US Holdings, LLC, a permitted transferee of the foregoing Persons in accordance with the terms of the limited liability company agreement of Chobani, in each case only so long as such Person continues to hold units of Chobani.

(c)     The Repurchase Option shall be exercised as follows: Beginning as of the effective date of Grantee’s Separation Event and continuing for a period ending 300 days thereafter (the “Repurchase Option Period”), the Company may elect to purchase all or any portion of the Eligible Grantee Securities pursuant to this Section 3 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such Eligible Grantee Securities. The Company Repurchase Notice will set forth the number and type of Eligible Grantee Securities to be acquired from each holder, the aggregate consideration to be paid for such designated Eligible Grantee Securities and the time and place for the closing of the transaction.

(d)     The “purchase price” payable by the Company shall be equal to the Fair Market Value of each Eligible Grantee Security to be purchased. The Fair Market Value of such Eligible Grantee Securities shall be determined as of the date of the Company Repurchase Notice.

(e)     The closing of the purchase of the Eligible Grantee Securities pursuant to an exercise of the Repurchase Option shall take place not later than 30 days after the expiration of the Repurchase Option Period (the “Closing”).

(f)     The consideration for any repurchase of Eligible Grantee Securities shall be cash, promissory notes, Equity Securities of Chobani and/or any other form of consideration and any combination thereof, in each case at the Company’s discretion. The consideration for the repurchase of Eligible Grantee Securities shall be paid to Grantee (i) in the case of a repurchase for cash consideration, by wire transfer of immediately available

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funds; (ii) in the case of repurchase for a promissory note of the Company or Chobani (A) by delivery of a subordinated promissory note issued by the Company or Chobani with terms reasonably determined by the Administrator, bearing interest at a rate per annum equal to not less than the Base Rate, which interest shall be payable upon maturity of the note, and the principal balance of which shall become due and payable on the earlier to occur of a Sale of Chobani and the fifth (5th) anniversary of the date of issuance of the note; and (iii) in the case of a repurchase for Equity Securities of Chobani, by delivery of such documents, instruments and conveyances necessary therefor (it being acknowledged that such Equity Securities of Chobani may not be certificated), provided that Grantee shall be required to execute and deliver (it being acknowledged by Grantee that the Manager may perform any such execution and delivery on behalf of Grantee in accordance with the power of attorney granted by Grantee to the Manager pursuant to Section 9.9 of the LLC Agreement) any agreements, documents and instruments necessary for Grantee to (x) be admitted as a member of Chobani pursuant to Chobani’s limited liability company agreement and (y) become bound by the repurchase terms (and any other terms as may be determined the Administrator in its discretion) relating to such Equity Securities of Chobani set forth in any applicable profits interest or similar agreement between Chobani and the Company. The aggregate purchase price payable to Grantee for Eligible Grantee Securities by the Company, shall be less any amounts owed by Grantee to the Company, Chobani or any of their respective Affiliates. The Company will be entitled to receive customary representations and warranties from the sellers of the Eligible Grantee Securities regarding such sale.

(g)     Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Eligible Grantee Securities pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Act, and in the Company’s and its Affiliates’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Eligible Grantee Securities as otherwise provided in this Agreement or (ii) dividends, distributions or other transfers of funds from one or more Affiliates to the Company to fund such repurchases, then the Closing of such repurchase shall be delayed until a reasonable time after expiration or termination of such restrictive prohibitions.

(h)     In the event Grantee is party to any non-disclosure, non-solicitation or non-competition contract or agreement between Grantee and the Company, Chobani or any of their respective Affiliates (a “Restrictive Agreement”), and Grantee breaches such agreement, if Grantee’s Incentive Units have not previously been forfeited, then all Incentive Units granted hereby shall be immediately forfeited and cancelled as of the date of such violation without any consideration being paid therefor and without any further action required by the Company whatsoever. If any of Grantee’s Incentive Units have previously been repurchased by the Company, and subsequent thereto Grantee breaches a Restrictive Agreement such that Grantee’s Incentive Units would have been forfeited as provided above had they not been repurchased, then Grantee will repay all proceeds received by Grantee in consideration for such repurchase to the applicable purchaser(s) thereof.

(i)     The provisions of this Section 3 will terminate with respect to all Grantee Securities upon a Sale of Chobani. The provisions of this Section 3 (other than Section 3(h)) will terminate upon an initial Public Offering of Chobani with respect to all Securities of the Registered Company received in exchange for the Grantee Securities.

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4.     Definitions.

“Act” means the Delaware Limited Liability Company Act, Title 6, sections 18-101, et seq., as it may be amended from time to time, and any successor thereto.

“Cause” means, for purposes of this Agreement, one or more of the following: (a) Grantee’s refusal or material failure to perform Grantee’s job duties and responsibilities (other than by reason of Grantee’s serious physical or mental illness, injury, or medical condition); (b) Grantee’s failure or refusal to comply in any material respect with policies of Grantee’s employer or lawful directives of Grantee’s direct supervisor and/or department head (or comparable officer); (c) Grantee’s material breach of any contract or agreement between Grantee and the Company, Chobani or any of their respective Affiliates (including but not limited to this Agreement and any employment, severance, restrictive covenants or similar agreement, including a Non-Competition Agreement); (d) Grantee’s material breach of any statutory duty, fiduciary duty or any other obligation that Grantee owes to the Company, Chobani or any of their respective Affiliates; (e) Grantee’s commission of an act of fraud, theft, embezzlement or other unlawful act against the Company, Chobani or any of their respective Affiliates, or involving the property or assets (including, without limitation, the products) of the Company, Chobani or any of their respective Affiliates; (f) Grantee engaging in unprofessional, unethical or other acts that materially discredit the Company, Chobani or any of their respective Affiliates or are materially detrimental to the reputation, character or standing of the Company, Chobani or any of their respective Affiliate, or the property or assets (including, without limitation, the products) of the Company, Chobani or any of their respective Affiliates; or (g) Grantee’s indictment or conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude. For purposes of this definition of Cause, the terms “Company” and “Chobani” shall include each of their respective parents and other Affiliates, together with their respective successors and assigns, and express references to Affiliates of the Company or Affiliates of Chobani in this definition are included for avoidance of doubt.

“Chobani” means Chobani Global Holdings, LLC, a Delaware limited liability company, its successors and assigns.

“Chobani LLC Agreement” means the Limited Liability Company Agreement of Chobani Global Holdings, LLC, as it may be amended from time to time.

“EBITDA” means Chobani’s earnings before interest, taxes, depreciation and amortization. The Chobani Manager will equitably adjust the EBITDA target in any Performance Period to take into account any acquisitions, dispositions or other one-time or extraordinary event(s) not contemplated when the performance target was established.

“Fair Market Value” means, with respect to an Incentive Unit and other Eligible Grantee Securities, the fair value of such Incentive Unit and other Eligible Grantee Securities as determined in good faith by the Manager in accordance with the LLC Agreement.

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“Grantee Securities” means all Incentive Units, whether vested or unvested, at any time held by Grantee. Grantee Securities will continue to be Grantee Securities in the hands of any holder other than Grantee (except for the Company and Transferees in a Public Sale), and except as otherwise provided herein, each such other holder of Grantee Securities will succeed to all rights and obligations attributable to Grantee as a holder of Grantee Securities hereunder (with the vesting conditions continuing to apply in accordance with the terms). Grantee Securities will also include equity of the Company or Chobani (or a corporate successor to the Company or Chobani or an Affiliate of the Company or Chobani) issued with respect to Grantee Securities. Notwithstanding the foregoing, all unvested Incentive Units shall remain unvested after any Transfer thereof and shall only become vested thereafter to the extent provided in Section 2 hereof.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of CGH Management Holdings, LLC, dated as of April 20, 2016, and as may be amended from time to time.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a governmental entity.

“Public Offering” means a firm commitment underwritten public offering of shares of common stock undertaken by Chobani or an entity controlling Chobani, as the case may be (the “Registered Company”) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission on Forms S-1 or S-3 (or any successor forms adopted by the Securities and Exchange Commission); provided that the following shall not be considered a Public Offering: any issuance of common Equity Securities in connection with and as consideration for a merger or acquisition or (ii) any issuance of common Equity Securities or rights to acquire common Equity Securities to employees, officers, directors, consultants or other service providers of Chobani or any of its Subsidiaries as part of an incentive or compensation plan, agreement or arrangement. An “initial Public Offering” means the first Public Offering undertaken by the Registered Company.

“Public Sale” means any sale of common stock (i) to the public pursuant to a Public Offering or (ii) to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 (or any similar provision then in effect) adopted under the Securities Act.

“Sale of Chobani” means one or more of the following effected in a single transaction or series of transactions, whether or not related, with one or more independent third parties: (i) the sale of all or substantially all of Chobani’s assets (including Equity Securities of Chobani’s Subsidiaries) or the assets of Chobani’s Subsidiaries, on a consolidated basis; (ii) the sale of the issued and outstanding Equity Securities of Chobani possessing 66 2/3% of the total combined voting power (other than voting rights accruing only in the event of a default or breach) of all classes of voting Securities of Chobani normally entitled to elect a new Chobani Manager; or (iii) the merger or consolidation of Chobani or substantially all of Chobani’s Subsidiaries with one or more independent third parties in a transaction in which such independent third party(ies) thereafter control, directly or indirectly, the business and affairs of

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Chobani or the Subsidiaries party to such transaction; provided that a Public Sale shall not constitute a Sale of Chobani. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting Securities, by contract or otherwise.

“Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.

“Separation Event” means Grantee ceasing to provide services to the Company, Chobani or any of their respective Affiliates for any reason or for no reason, including death, disability, resignation or termination either by the Grantee or by the Company, Chobani or any of their respective Affiliates.

“Total Equity Value” means the aggregate proceeds that would be received by the Members if: (i) the assets of Chobani were sold at their Fair Market Value on arm’s-length terms, with neither the seller nor the buyer being under compulsion to buy or sell such assets; (ii) Chobani satisfied and paid in full all of its obligations and liabilities; (iii) such net sale proceeds were then distributed to the members of Chobani in accordance with the Chobani LLC Agreement; (iv) the Company satisfied and paid in full all of its obligations and liabilities; and (v) such net sale received by the Company pursuant to clause (iii) were then distributed to the Members in accordance with the LLC Agreement, all as determined by the Manager in good faith.

“Transaction Documents” means this Agreement, the Plan, the LLC Agreement and all other agreements, instruments, certificates, and other documents to be entered into or delivered by Grantee in connection with the transactions that have occurred or are contemplated to occur, as the case may be, pursuant to this Agreement, the Plan, the LLC Agreement and any side agreements to which Grantee is a party related to and entered into in furtherance of the foregoing.

“Transfer” means any, assignment, sale, offer to sell, pledge, mortgage, hypothecation, or any other like transfer or encumbrance on or disposition of Incentive Units or any direct or indirect beneficial, economic, participation or other interest therein (all of the foregoing, whether with or without consideration, whether voluntarily or involuntarily or by operation of law).

5.     Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of the Plan shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) upon confirmed transmission, when delivered by facsimile or by means of electronic mail to the recipient, provided that if delivered by facsimile or electronic mail after 5:00 p.m. New York, New York time, delivery will be deemed to have occurred on the next business day, or (c) when delivered by overnight courier, when delivery is made according to the records of such courier. Such notices, demands, and other communications shall be sent to the Company at the following address and to

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Grantee at the address for Grantee set forth from time to time in the books and records of the Company or its Affiliates, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice pursuant to this Section 5 to the sending party.

CGH Management Holdings,

LLC c/o Chobani Global

Holdings, LLC 147 State

Highway 320

Norwich, New York 13815

Attention: Office of General

Counsel Facsimile:

Telephone:

E-mail:

6.     General Provisions.

(a)     Entire Agreement. This Agreement, the LLC Agreement and the Plan include the complete agreement and understanding among the parties and supersede and preempts any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement and/or the Plan in any way.

(b)     Non-Assignment; Successors. Except as otherwise provided in the Plan or this Agreement, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties to this Agreement and their respective legal representatives, heirs, distributors, successors and assigns; provided that Grantee may not assign or otherwise delegate any of Grantee’s rights or obligations under this Agreement or the Plan without the prior written consent of the Company. Any purported assignment or delegation by Grantee in violation of this Agreement shall be void and shall have no legal or equitable force or effect.

(c)     Severability. The provisions of the Plan and this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of the Plan or this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of the Plan or this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of the Plan or this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

(d)     Signatures. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(e)     Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

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(f)     Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(g)     Amendment. The provisions of this Agreement may be amended, modified or waived in a manner materially adverse to Grantee only as permitted by the Plan, the LLC Agreement or, if otherwise, with the prior written consent of the Company and Grantee.

(h)     Indemnification and Reimbursement of Payments on Behalf of Grantee. To the extent required by law, the Company, Chobani and their respective Affiliates shall be entitled to deduct or withhold from any cash amounts owing to Grantee any taxes imposed with respect to either (a) Grantee’s compensation or other payments from the Company, Chobani or any of their respective Affiliates or (b) Grantee’s ownership interest in the Company, including wages, bonuses and/or cash distributions. To the extent that such amounts are insufficient to permit the payor to satisfy its withholding obligations arising from Grantee’s compensation or other payments, Grantee shall indemnify the Company, Chobani and each of their respective Affiliates for any amounts paid with respect to any such taxes, together with any interest, penalties and related expenses thereto.

(i)     Survival. All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement shall survive a Separation Event and shall remain in full force and effect after such Separation Event.

(j)     Adjustments of Numbers. All numbers set forth herein that refer to unit prices or amounts will be appropriately adjusted to reflect unit splits, unit dividends, combinations of units and other recapitalizations affecting the subject class of equity.

(k)     Deemed Transfer of Grantee Securities. If, pursuant to the terms and conditions of this Agreement or the LLC Agreement, (i) any Grantee Securities are forfeited in accordance with the provisions of this Agreement or the LLC Agreement and/or (ii) the Company (and/or any other Person acquiring Securities as permitted under this Agreement) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Grantee Securities to be repurchased in accordance with the provisions of this Agreement or the LLC Agreement in the proper amount and form as finally determined in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such Grantee Securities

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are forfeited or to be repurchased shall no longer have any rights as a holder of such Grantee Securities (other than, with respect to Grantee Securities to be repurchased, the right to receive payment of such consideration in accordance with this Agreement or the LLC Agreement), and such Grantee Securities shall be deemed forfeited or purchased, as applicable, in accordance with the applicable provisions hereof or of the LLC Agreement, and the Company (and/or any other Person acquiring Securities) shall be deemed the owner and holder of such Securities, whether or not the certificates therefor, if any, have been delivered as required by this Agreement or the LLC Agreement. In furtherance of the foregoing, the Grantee authorizes and consents, and hereby irrevocably and unconditionally grants the Manager a power of attorney to act as Grantee’s attorney-in-fact, to cause such forfeiture, purchase or other Transfer of the Grantee Securities as provided herein and in the LLC Agreement.

(l)     Third Party Beneficiaries. Except as expressly provided herein or in the Plan, no term or provision of this Agreement or the Plan is intended to be, or shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action under this Agreement or the Plan. For avoidance of doubt, nothing in this Section 6(l) shall restrict the rights of the Administrator, the Company, Chobani or any of their respective Affiliates as set forth under this Plan or any Grant Agreement.

(m)     Public Offering. If, after consummation of a Public Offering, a holder of Grantee Securities receives Securities of the Registered Company in respect of such holder’s Securities, then such Securities will be treated in the same manner as the Securities with respect to which they were distributed for purposes of Sections 1 through 4 hereof, except as otherwise expressly set forth herein.

(n)     Currency. All transactions contemplated by this Agreement are contemplated to occur in United States dollars and any reference herein to dollars or “$” shall be deemed to refer to United States dollars.

(o)     Electronic Delivery. Any reference herein or in the Plan to a “written” agreement or document will include any agreement or document delivered electronically or posted on the intranet of the Company, Chobani or any of their respective Affiliates (or other shared electronic medium controlled by the Company, Chobani or any of their respective Affiliates to which Grantee has access).

(p)     No Rights to Continued Employment or Service or to Award. Nothing in the Plan or in this Agreement shall confer on Grantee any right to employment or continued service with the Company, Chobani or any of their respective Affiliates, or interfere in any way with the right of the Company, Chobani or any of their respective Affiliates to terminate or change the terms of Grantee’s employment or service at any time. Grantee does not have a right to receive any additional Award in the future.

(q)     Governing Law and Construction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other

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than the State of Delaware. Each Grantee and other Persons having rights under this Agreement irrevocably submits to the non-exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each Grantee and other Persons having rights under this Agreement further agrees that service of any process, summons, notice or document by United States certified or registered mail to such Grantee’s or such other Person’s respective address set forth in the books and records of the Company or any Affiliate, or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party shall be effective service of process in any action, suit or proceeding in the Chosen Courts with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each Grantee irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Plan, such Grantee’s Grant Agreement or Unit Grant, or the transactions contemplated by such documents in the Chosen Courts and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such Chosen Courts has been brought in an inconvenient forum. The Incentive Units (and the series of which they are a part) shall not constitute a “series” within the meaning of Section 18-215 of the Act.

(r)     WAIVER OF JURY TRIAL. Each party to this Agreement irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Plan.

Signature Page to Grant Agreement Immediately Follows

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Signature Page to Grant Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Equity Grant Agreement to be effective as of the Grant Date.

CGH MANAGEMENT HOLDINGS, LLC
By:
Name:	Hamdi Ulukaya
Its:	President
GRANTEE
Name:

The following additional definitions shall apply to the Agreement:

“Grantee’s Address” means: Address of legal counsel, if any to Grantee:

The Company hereby notifies Grantee that it may rely on one or more of the following exemptions that are indicated with a check or “x” from the registration requirements of the Securities Act with respect to the grant of the Grantee Securities hereunder: ☒ Rule 701; ☒ Section 4(a)(2); ☒ Regulation D; ☒ “no sale” doctrine.

EX-10.7

Exhibit 10.7

CGH MANAGEMENT HOLDINGS, LLC

2020 MANAGEMENT PLAN

Effective as of January 1, 2020

Section 1.     Purpose and Definitions

(a)     The purpose of this CGH Management Holdings, LLC Management Plan (the “Plan”) is to promote the interests of the Company, Chobani and their respective Affiliates. The Plan is designed to enhance Chobani’s ability to attract and retain individuals and to encourage them to perform their duties and provide their services to positively affect the long-term growth, profitability and financial success of the Company, Chobani and their respective Affiliates by providing them with the opportunity to share in the future growth in value of the Company, Chobani and their respective Affiliates.

(b)     Except as herein defined, capitalized terms used herein but not otherwise defined shall have the meaning assigned to such terms in the LLC Agreement. The term:

“Administrator” means FHU US Holdings, LLC, the manager (as defined in §18-101(10) of the Act) of the Company (“Manager”), or such other committee, individual or individuals appointed or delegated authority pursuant to Section 2 to administer the Plan.

“Affiliate” means, with respect to any Person, any other Person controlled by, controlling or under common control with such Person. With respect to any Person who is an individual, “Affiliate” shall also include any member of such individual’s Family Group. For purposes of this Agreement, the Company, Chobani and Chobani’s subsidiaries shall not be deemed to be an Affiliate of any Member other than the Manager in the event that the Manager is a Member. For purposes of this definition, “control” shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of securities, by contract or otherwise and “controlling” and “controlled” shall be construed accordingly.

“Award” means, individually or collectively, a grant of Class B Units pursuant to the terms of the Plan and of the applicable Grant Agreement.

“Chobani” means Chobani Global Holdings, LLC, a Delaware limited liability company.

“Class B Unit” means a Class B Unit as defined in the LLC Agreement, and is intended to constitute a “profits interest” for federal income tax purposes.

“Company” means CGH Management Holdings, LLC, a Delaware limited liability company.

“Distribution” means each distribution made by the Company to a Member pursuant to the LLC Agreement or by the Company with respect to an Award under the Plan.

“Effective Date” means the effective date of the Plan, January 1, 2020.

“Eligible Person” means any employee, manager, officer, director, consultant or other service provider of the Company, Chobani or their respective Affiliates.

“Grant Agreement” means the written or electronic agreement evidencing an Award and the terms and conditions of such Award.

“LLC Agreement” means the Limited Liability Company Agreement of CGH Management Holdings, LLC, dated as of April 20, 2016, as amended from time to time.

“Member” means a Person holding a limited liability company interest in the Company who has been admitted as a Member in accordance with the terms of the LLC Agreement and the Act.

“Participant” means an Eligible Person granted an Award under the Plan.

“Participation Threshold” means, with respect to each Award, an amount determined, and adjusted from time to time, by the Administrator. A Participant will not be entitled to receive any Distributions in respect of an Award until the Administrator determines in its sole discretion that an amount of value equal to the Participation Threshold has been distributed after the Award’s date of grant in accordance with the terms of the Participant’s Grant Agreement and otherwise satisfies any requirements under the Plan, the Participant’s Grant Agreement and the LLC Agreement. Unless otherwise determined by the Administrator, the Participation Threshold applicable to Awards granted under the Plan will be applied consistently with the Participation Thresholds applicable to the Class B Units issued under the LLC Agreement, taking into consideration any classes, groups and series thereof. Notwithstanding anything to the contrary in the Plan, for purposes of the Class B Units, the term “Participation Threshold” shall not be administered in a manner inconsistent with the terms of the LLC Agreement and the actions of the Manager pursuant thereto. In the event that the Administrator determines that stated Participation Threshold could cause the Class B Units to fail to qualify as profits interests under Rev. Procs. 93-27 and 2001-43 as of the date of their issuance, then the Administrator shall consider in good faith modification or amendment to the Participation Threshold to cause the Class B Units to so qualify.

“Performance Goals” means one or more business criteria based on the performance of any individual, business unit, group, or entity (including, but not limited to the Company, Chobani, or their respective Affiliates), or any other performance criteria selected by the Administrator.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a governmental entity.

“Plan” means this CGH Management Holdings, LLC 2020 Management Plan, as it may from time to time be amended in accordance with Section 9 of the Plan.

“Prior Plan” means the CGH Management Holdings, LLC 2016 Management Plan (f/k/a the CGH Management Holdings, LLC Incentive Plan), as it may from time to time be amended in accordance with the terms of such plan.

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“Sale of Chobani” means one or more of the following effected in a single transaction or series of transactions, whether or not related, with one or more independent third parties: (i) the sale, directly or indirectly, of all or substantially all of Chobani’s assets (including Equity Securities of Chobani’s Subsidiaries) or the assets of Chobani’s Subsidiaries, on a consolidated basis; (ii) the sale of the issued and outstanding Equity Securities of Chobani possessing 66 2/3% of the total combined voting power (other than voting rights accruing only in the event of a default or breach) of all classes of voting Securities of Chobani normally entitled to elect a new Chobani Manager; (iii) the merger or consolidation of Chobani or substantially all of Chobani’s Subsidiaries with one or more independent third parties in a transaction in which such independent third party(ies) thereafter control, directly or indirectly, the business and affairs of Chobani or the Subsidiaries party to such transaction; provided that a Public Sale shall not constitute a Sale of Chobani; or (iv) as long as the Administrator controls Chobani, the direct or indirect sale, transfer, assignment or other disposition (including by merger or consolidation), in one transaction or a series of related transactions, of equity or ownership interests of the Administrator representing more than 50% of the outstanding equity or ownership interests of the Administrator (other than to Persons who were members of Chobani or the Administrator on the Effective Date or affiliates (within the meaning of the Securities Act) of such Persons). For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting Securities, by contract or otherwise.

Section 2.     Administration. The Administrator shall have exclusive authority to operate, manage and administer the Plan in accordance with its terms and conditions and those of the LLC Agreement. The Administrator may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. Without limiting the generality of the foregoing, the Administrator shall have the exclusive right and discretionary authority to: (a) determine the Participants to whom Awards are granted; (b) determine the number of Class B Units to be granted pursuant to each Award to a particular Participant; (c) determine the form and content of Grant Agreements; (d) determine the extent to which Awards have been forfeited in accordance with the terms of the Plan and under the applicable Grant Agreements; (e) determine the extent to which Performance Goals, vesting requirements and/or other terms and conditions applicable to any Awards have been attained or satisfied; (f) accelerate the vesting of, or waive any attainment or satisfaction of, any such Performance Goals, vesting requirements, terms or conditions relating to any Award; (g) interpret the Plan and the Grant Agreements, with such interpretations to be conclusive and binding on all Persons and otherwise accorded the maximum deference permitted by law; (h) determine the manner in which the value of an Award is to be calculated; (i) determine any other rights and obligations in respect of Class B Units subject to any Award; (j) satisfy, or cause to have satisfied, the Company’s obligations under the Plan; and (k) take any other actions and make any other determinations or decisions that the Administrator deems necessary or appropriate in connection with the Plan or a Grant Agreement, or the administration or interpretation of the Plan or Grant Agreements. Unless otherwise expressly provided hereunder, the Administrator, with respect to any Award, may exercise its discretion hereunder at any time, including at the time of the Award is granted or thereafter. The Administrator’s decisions and determinations need not be uniform and may be made selectively among Participants, whether or not they are similarly situated, including varying the rights and obligations of the Class B Units subject to any Award. In the event of any dispute or disagreement as to the interpretation of any provision of the Plan or a

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Grant Agreement, or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or a Grant Agreement, the decision of the Administrator shall be final and binding upon all Persons. The Administrator shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the Plan. The Administrator may delegate all or any of its responsibilities and powers under the Plan (and revoke any such delegation) to any committee appointed by the Administrator or any other Person or Persons selected by it, except to the extent prohibited by applicable law, rule or regulation. References herein to the Administrator shall be to any such committee or other delegate, to the extent of such delegation.

Section 3.     Eligibility and Grant of Awards. The Administrator shall, as reflected by the terms of the Grant Agreements and in its sole discretion, authorize the grant of Awards to Eligible Persons. Each Grant Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan or the LLC Agreement as shall be determined by the Administrator. The terms and conditions of Awards need not be uniform among Participants. The Participant under a given Grant Agreement shall take whatever additional actions and execute whatever additional documents the Administrator may deem necessary or advisable in order to carry out or give effect to one or more of the obligations or restrictions imposed on the Participant pursuant to the provisions of the Plan, the Participant’s Grant Agreement and/or the LLC Agreement.

Section 4.     Number and Terms of Class B Units Subject to Awards.

(a)     The maximum number of Class B Units with respect to which Awards may be granted under the Plan shall be determined by the Manager from time to time, subject to adjustment in accordance with the provisions of Section 7, and in any event shall be sufficient to satisfy the terms and conditions of any and all outstanding Awards.

(b)     The following Class B Units shall be available under this Plan: (i) any Class B Units subject to any Award that fail to vest or are cancelled, terminated, expired, exchanged or forfeited shall again be available under the Plan, (except as otherwise provided in the Plan, a Participant’s Grant Agreement or any other agreement to which the Company is a party) and (ii) any Class B Units subject to any award granted under the Prior Plan that fail to vest or are cancelled, terminated, expired, exchanged or forfeited on or after the Effective Date shall become available under the Plan (except as otherwise provided in the Prior Plan, the applicable award agreement under the Prior Plan or any other agreement to which the Company is a party).

(c)     Awards may be based on vesting requirements as determined by the Administrator in its sole and absolute discretion. Vesting of Awards may be based on the passage of time and/or upon the extent of attainment of Performance Goals and/or the satisfaction of any other terms and conditions (such as continued employment or service with the Company, Chobani or their respective Affiliates) determined by the Administrator when the Award is granted and set forth in the Grant Agreement.

(d)     Unless otherwise provided hereunder or in the applicable Grant Agreement, or by the Administrator, to the extent any Award has not vested or does not vest hereunder or under the applicable Grant Agreement prior to or concurrently with the termination of a Participant’s employment or other services with the Company, Chobani or their respective Affiliates, such Award shall, without any further action, be forfeited upon such termination.

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(e)     Distributions in respect of the Class B Units subject to Awards shall be handled in accordance with the terms of the Participant’s Grant Agreement and the LLC Agreement.

Section 5.     Restrictions on Transfer. Class B Units covered by an Award may not be transferred except pursuant to a Participant’s last will and testament or the laws of descent and distribution in the absence of a prior written consent of the Manager.

Section 6.     No Guarantee of Tax Treatment. The Class B Units subject to Awards granted under the Plan are intended to be treated as a “profits interest” for federal income tax purposes pursuant to Revenue Procedures 93-27 and 2001-43 when granted. Notwithstanding any provisions of the Plan, the Company does not guarantee to any Participant or any other Person with an interest in an Award that any Award intended to be a profits interest shall be so treated for tax purposes, and none of the Administrator, the Company, Chobani or their respective Affiliates shall have any responsibility or liability to any Person with respect to the tax consequences if they are not so treated. In general, none of the Administrator, the Company, Chobani or their respective Affiliates make any representations as to tax consequences of any compensation or benefits provided hereunder. A Participant is solely responsible for any and all income, excise or other taxes imposed on Participant with respect to any and all compensation or other benefits provided to Participant pursuant to an Award under the Plan. None of the Administrator, the Company, Chobani or their respective Affiliates have any duty or obligation to, and do not undertake to, provide tax advice or to minimize the tax consequences of an Award to the holder of such Award. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on holders of Awards under the Plan.

Section 7.     Adjustments to Awards. In the event that the Administrator shall determine that any Distribution (whether in the form of cash, Class B Units, other securities or any other property), recapitalization, Class B Unit split, reverse Class B Unit split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Class B Units or other securities of the Company, issuance of warrants or other rights to purchase Class B Units or other securities of the Company, or other similar corporate transaction or event affects the Class B Units such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of (a) the securities of the Company subject to the Plan, (b) the number and type of Class B Units or other securities of the Company subject to the Plan and which thereafter may be made the subject of Awards under the Plan, (c) the number and type of Class B Units or other securities of the Company subject to outstanding Awards, and (d) the grant or purchase price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that any fractional interests resulting from the adjustment may, in the Administrator’s sole discretion, be eliminated. In the event of a Sale of Chobani (as defined in the Grant Agreement) under clause (iv) of such definition, the Manager shall have the right, but not the obligation, to assume the Company’s obligations under the Plan by any means it shall determine, including by purchasing outstanding Class B Units and/or making appropriate adjustments to the Class B Units, in order to satisfy its assumed obligations.

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Section 8.     Rights as a Member. A Participant shall not have any rights as a Member with respect to any Class B Units covered by any Award until such Participant shall have (a) become the holder of record of such Class B Units, (b) executed a joinder agreement to the LLC Agreement as provided for by the Company and (c) executed any such other documents as the Administrator or Company shall deem reasonably necessary.

Section 9.     Amendment and Termination. The Administrator may, at any time, modify, amend, suspend or terminate the Plan or any outstanding Award without the prior consent of any Participant; provided, however, that no modification, amendment, suspension or termination may materially adversely affect the terms of any Award previously granted without the prior written consent of the affected Participant unless otherwise permitted by the Plan or the LLC Agreement.

Section 10.     No Rights to Continued Employment or Service or to Award. Nothing in the Plan or in any Award granted pursuant to the Plan or any Grant Agreement shall confer on any Person any right to employment or continued service with the Company, Chobani or their respective Affiliates, or interfere in any way with the right of the Company, Chobani or their respective Affiliates to terminate or change the terms of any Person’s employment or service at any time. No Person shall have any right to receive any Award under the Plan. If an Eligible Person has received the grant of an Award, such grant shall not give that Eligible Person any right to receive any additional Award in the future.

Section 11.     409A Compliance. It is the intention of the Company that the Plan shall be exempt from, or otherwise comply with, the provisions of Section 409A of the Internal Revenue Code (“Section 409A”), as in effect as of the Plan’s Effective Date or as subsequently modified. In the event that Section 409A would impose a detriment on the Participants, taken as a whole, with respect to Awards, then the Administrator shall consider in good faith modifications or amendments to the Plan intended to eliminate or ameliorate such detriment; provided that, in no event shall the Administrator be required to modify or amend the Plan in any manner. Neither the Administrator, the Company, Chobani nor their respective Affiliates shall have any liability to a Participant, or to any other Person, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Administrator or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Administrator, the Company, Chobani or their respective Affiliates.

Section 12.     Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of the Plan shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) upon confirmed transmission, when delivered by facsimile or by means of electronic mail to the recipient, provided that if delivered by facsimile or electronic mail after 5:00 p.m. New York, New York time, delivery will be deemed to have occurred on the next business day, or (c) when delivered by overnight courier, when delivery is made according to the records of such courier. Such notices, demands, and other communications shall be sent to the Company at the following address and to Participant at the address for Participant set forth from time to time in the books and records of the Company, Chobani or their respective Affiliates, or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice pursuant to this Section 12 to the sending party.

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CGH Management Holdings, LLC

c/o Chobani Global Holdings, LLC

200 Lafayette St., FL #6

New York, New York 10012

Attention: Office of General Counsel

E-mail:

Section 13.     Binding on Successors. The Plan shall be binding upon the Company, all Participants, any other Person having an interest herein, and their respective assigns and successors in interest.

Section 14.     Severability. The provisions of the Plan and any Grant Agreement shall be deemed severable. The invalidity or unenforceability of any provision of the Plan or a Grant Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of the Plan or Grant Agreement, as applicable, in such jurisdiction or the validity, legality or enforceability of any provision of the Plan or any such Grant Agreement, as applicable, in any other jurisdiction, it being intended that all rights and obligations of all Persons having an interest in the Plan or any Grant Agreement shall be enforceable to the fullest extent permitted by applicable law.

Section 15.     Third Party Beneficiaries. Except as expressly provided in the Plan or a Grant Agreement, no term or provision of the Plan or any such Grant Agreement is intended to be, or shall be, for the benefit of any Person not a Participant or a party to a Grant Agreement, and no such other Person shall have any right or cause of action thereunder.

Section 16.     Unfunded Plan. The Plan is unfunded. Neither the Company, Chobani nor their respective Affiliates shall have any obligation to segregate any assets in connection with or as a result of the Plan.

Section 17.     Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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FORM OF GRANT AGREEMENT

UNDER THE CGH MANAGEMENT HOLDINGS, LLC

2020 MANAGEMENT PLAN

(Class B Common Units Series [[GRANTCODE1]]-M)

THIS GRANT AGREEMENT (this “Agreement”) is made as of [[GRANTDATE]] (the “Grant Date”), by and between CGH Management Holdings, LLC, a Delaware limited liability company (the “Company”), and the Person identified on the signature page attached hereto (“Grantee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 4 of this Agreement, or the signature page of this Agreement or, if not otherwise defined herein, the meanings ascribed to such terms in the Plan or the LLC Agreement.

WHEREAS, the Company maintains the CGH Management Holdings, LLC 2020 Management Plan, as it may be amended and restated from time to time (the “Plan”), which is incorporated into and forms a part of this Agreement, and Grantee has been selected by the Administrator to receive an Award under the Plan;

WHEREAS, the Company and Grantee desire to enter into this Agreement pursuant to which, on the terms and subject to the conditions contained herein, Grantee will acquire from the Company, and the Company will grant to Grantee, a number of Class B Common Units Series [[GRANTCODE1]]-M (the “Incentive Units”) in consideration for Grantee providing services to or for the benefit of the Company, Chobani or their respective Affiliates; and

WHEREAS, this Agreement is an Equity Agreement as defined in the LLC Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1.   Grant of Incentive Units.

(a)     Upon the terms and conditions set forth in this Agreement, the Company hereby grants to Grantee: [[SHARESGRANTED]] Incentive Units.

(b)     Prior to the end of the thirtieth (30th) day after the Grant Date, Grantee will file an effective election with the Internal Revenue Service under Section 83(b) of the Code, in the form of Exhibit A attached hereto.

(c)     The initial “Participation Threshold” for purposes of the LLC Agreement with respect to each Incentive Unit shall be [[MARKETPRICEATAWARD]]B. The Incentive Units issued hereunder are designated as Class B Common Units Series [[GRANTCODE1]]-M and the parties hereto intend for the treatment of the Incentive Units granted under this Agreement to be consistent with Revenue Procedures 93-27 and 2001-43.

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(d)     In connection with the issuance of the Incentive Units hereunder, Grantee represents and warrants to the Company that as of the date hereof:

(i)     The Incentive Units to be acquired by Grantee pursuant to this Agreement are acquired by Grantee at no cost to Grantee and for no value provided by Grantee.

(ii)     The terms of this Agreement have not been negotiated by the Grantee, nor has the Grantee had any influence on the Company’s decision to grant the Incentive Units to Grantee or the number of Incentive Units granted. Additionally, the Grantee understands and agrees that Grantee can neither accept nor reject the grant of Incentive Units as such grant is involuntary in nature.

(iii)     The Incentive Units to be acquired by Grantee pursuant to this Agreement will be acquired for Grantee’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state or foreign securities laws, and the Incentive Units will not be disposed of in contravention of the Securities Act or any applicable state or foreign securities laws.

(iv)     This Agreement constitutes the legal, valid and binding obligation of Grantee, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Grantee does not and will not conflict with, violate or cause a breach of any agreement or instrument to which Grantee is a party or subject or any judgment, order or decree to which Grantee is subject.

(v)     Grantee provides services to the Company, Chobani or one of their respective Affiliates, is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Incentive Units, and has determined that the Incentive Units are suitable to receive and hold.

(vi)     Grantee has the financial ability to bear the economic risk of the Incentive Units (including the possibility of a complete loss of the Incentive Units), has adequate means for providing for Grantee’s current needs and contingencies and has no need for liquidity with respect to the Incentive Units.

(vii)     If the Company has notified Grantee (including, without limitation, by a notice set forth on the signature page attached hereto) that it is relying or may rely on an exemption pursuant to Regulation D of the Securities Act for the issuance of the Incentive Units to Grantee, Grantee is an “accredited investor” within the meaning of Regulation D of the Securities Act.

(viii)     Grantee fully understands and agrees that Grantee must bear the economic risk associated with the Incentive Units for an indefinite period of time because, among other reasons, the Incentive Units have not been registered under the Securities Act or under applicable state or foreign securities laws and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless either (A) subsequently registered under the Securities Act and under the applicable state and foreign securities laws or (B) an exemption from such registration is available. Grantee understands the Company is under no obligation to register the Incentive Units on Grantee’s behalf or to assist Grantee in complying with any exemption from registration under the Securities

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Act or any applicable state or federal securities laws. Additionally, Grantee understands that even in the event that (A) or (B) above applies, Transfer of the Incentive Units is further restricted by this Agreement and the LLC Agreement, which only permits Transfers of Incentive Units pursuant to a Grantee’s last will and testament or the laws of descent and distribution in the absence of the prior written consent of the Manager.

(ix)     Grantee (A) has had an opportunity to ask questions and receive answers concerning the terms and conditions of the Company’s issuance of the Incentive Units, (B) has had full access to such other information concerning the Company and its Affiliates as Grantee has requested in connection with the acquisition of the Incentive Units and (C) has received and reviewed a copy of each of the Transaction Documents.

(x)     To the extent deemed necessary and appropriate in Grantee’s judgment, Grantee has consulted with outside tax counsel, and Grantee acknowledges and agrees that neither the Company nor the Manager, or any of their respective Affiliates or representatives, shall have any liability or obligation to Grantee with respect to any tax liabilities arising as a result of Grantee’s acquisition of the Incentive Units or status as a Member of the Company or a Participant in the Plan.

(xi)     Grantee is neither party to, nor bound by, any employment agreement, consulting agreement, non-compete agreement or non-solicitation agreement that would conflict with Grantee’s obligations under the Transaction Documents, status as a Member, or to the Company, Chobani or any of their respective Affiliates to which Grantee is providing, or may in the future provide, services.

(xii)     Grantee is a resident of the city, state and country indicated in Grantee’s Address on the signature page hereto.

(xiii)     Grantee acknowledges and agrees that Grantee received and reviewed a copy of the LLC Agreement and the Plan. Grantee further acknowledges and agrees that the Incentive Units are subject to the terms and conditions of the LLC Agreement and the Plan.

(e)     Grantee acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with the Company’s obligations under applicable securities laws and the issuance of the Incentive Units to Grantee hereunder is intended to be exempt from registration under the Securities Act, including pursuant to Section 4(a)(2), Regulation D or Rule 701 thereunder or otherwise.

(f)     As an inducement to the Company to issue the Incentive Units to Grantee, and as a condition thereto, Grantee acknowledges and agrees that neither the issuance of the Incentive Units to Grantee nor any provision contained in this Agreement, the LLC Agreement or the Plan shall entitle Grantee to remain in the service of the Company, Chobani or any of their respective Affiliates or affect the right of the Company, Chobani or any of their respective Affiliates to terminate any service relationship with Grantee, including but not limited to any employment relationship, at any time, with or without cause, with or without notice, for any reason or no reason.

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(g)    If Grantee is lawfully married as of the date hereof, Grantee’s spouse shall execute and deliver to the Company the Spousal Consent in the form of Exhibit B attached hereto (the “Spousal Consent”). No spouse executing the Spousal Consent or any such writing solely by reason of such spouse’s “community property” interest in the Incentive Units and the immediately preceding sentence, shall be considered to be a “Member” under the LLC Agreement for any purposes whatsoever.

(h)    Concurrently with the execution of this Agreement, Grantee shall execute and deliver to the Company a counterpart signature page to the LLC Agreement.

(i)    The Company and Grantee hereby acknowledge and agree that this Agreement has been executed and delivered, and the Incentive Units have been issued hereunder, pursuant to the Plan and the LLC Agreement.

2.    Vesting of Incentive Units.

(a)    Vesting. The number of Incentive Units set forth across from each date set forth in the table below shall vest in accordance with the following schedule, subject to Grantee’s continued service with the Company, Chobani or any of their respective Affiliates on the applicable Vesting Date:

[[ALLVESTSEGS]]

There shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date if Grantee is then providing services to the Company, Chobani or any of their respective Affiliates.

(b)    Potential Accelerated Vesting Upon a Sale of Chobani. Upon the occurrence of a Sale of Chobani, provided that Chobani’s Total Equity Value as of the date of the Sale of Chobani equals or exceeds $[         ], all Incentive Units that have not vested shall vest as of the date of consummation of such Sale of Chobani, if, as of such date, Grantee is employed by the Company or any of its Subsidiaries.

(c)    Notwithstanding anything contained herein or in the Plan, you must be continuously employed by Chobani through the first anniversary of your hire date in order to be eligible to retain any Incentive Units hereunder. If you are terminated prior to the one-year anniversary of your hire date, you will forfeit all Incentive Units in exchange for no consideration, regardless as to whether or not a Vesting Date has occurred.

3.    Forfeiture; Repurchase Option.

(a)    Notwithstanding anything to the contrary herein, in the event of a Separation Event, (i) each unvested Incentive Unit shall be automatically forfeited as of the effective date of the Separation Event for no consideration and (ii) if such Separation Event results from the termination of Grantee’s employment with Cause, then each vested Incentive Unit shall also be forfeited as of the effective date of the Separation Event for no consideration.

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(b)    Subject to the terms of Section 3(a) above, in the event of a Separation Event, the vested Incentive Units and other Grantee Securities issued with respect to such vested Incentive Units (collectively, the “Eligible Grantee Securities”) (whether held by Grantee or one or more of Grantee’s Transferees, other than the Company) will be subject to repurchase, in each case, by the Company pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any of the Founder Investors or Chobani, and any such assignee thereof be treated as the Company for purposes of this Section 3 with respect to any repurchase of the Eligible Grantee Securities. If there is a Public Offering and the Securities of the Registered Company are distributed to the holder of Eligible Grantee Securities in connection therewith, then such Registered Company will be treated as the Company for purposes of this Section 3 with respect to any repurchase of the Registered Company’s Securities. “Founder Investors” means (i) FHU US Holdings, LLC and (ii) to the extent designated as a “Founder Investor” by the manager of FHU US Holdings, LLC, a permitted transferee of the foregoing Persons in accordance with the terms of the limited liability company agreement of Chobani, in each case only so long as such Person continues to hold units of Chobani.

(c)    The Repurchase Option shall be exercised as follows: The Company may elect to purchase, at any time, all or any portion of the Eligible Grantee Securities pursuant to this Section 3 by delivering written notice (a “Company Repurchase Notice”) to the holder or holders of such Eligible Grantee Securities. The Company Repurchase Notice will set forth the number and type of Eligible Grantee Securities to be acquired from each holder, the aggregate consideration to be paid for such designated Eligible Grantee Securities and the time and place for the closing of the transaction.

(d)    The “purchase price” payable by the Company shall be equal to the Fair Market Value of each Eligible Grantee Security to be purchased. The Fair Market Value of such Eligible Grantee Securities shall be determined as of the date of the Company Repurchase Notice.

(e)    The closing of the purchase of the Eligible Grantee Securities pursuant to an exercise of the Repurchase Option shall take place not later than 30 days after the date that the Company Repurchase Notice is given (as determined under Section 5 below) to the holder of such Eligible Grantee Securities (the “Closing”).

(f)    The consideration for any repurchase of Eligible Grantee Securities shall be cash, promissory notes, Equity Securities of Chobani and/or any other form of consideration and any combination thereof, in each case at the Company’s discretion. The consideration for the repurchase of Eligible Grantee Securities shall be paid to Grantee (i) in the case of a repurchase for cash consideration, by wire transfer of immediately available funds; (ii) in the case of repurchase for a promissory note of the Company or Chobani (A) by delivery of a subordinated promissory note issued by the Company or Chobani with terms reasonably determined by the Administrator, bearing interest at a rate per annum equal to not less than the Base Rate, which interest shall be payable upon maturity of the note, and the principal balance of which shall become due and payable on the earlier to occur of a Sale of Chobani and the fifth (5th) anniversary of the date of issuance of the note; and (iii) in the case of a repurchase for Equity Securities of Chobani, by delivery of such documents, instruments and conveyances necessary therefor (it being acknowledged that such Equity Securities of Chobani may not be certificated), provided that Grantee shall be required to execute and deliver (it being

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acknowledged by Grantee that the Manager may perform any such execution and delivery on behalf of Grantee in accordance with the power of attorney granted by Grantee to the Manager pursuant to Section 9.9 of the LLC Agreement) any agreements, documents and instruments necessary for Grantee to (x) be admitted as a member of Chobani pursuant to Chobani’s limited liability company agreement and (y) become bound by the repurchase terms (and any other terms as may be determined the Administrator in its discretion) relating to such Equity Securities of Chobani set forth in any applicable profits interest or similar agreement between Chobani and the Company. The aggregate purchase price payable to Grantee for Eligible Grantee Securities by the Company, shall be less any amounts owed by Grantee to the Company, Chobani or any of their respective Affiliates. The Company will be entitled to receive customary representations and warranties from the sellers of the Eligible Grantee Securities regarding such sale.

(g)    Notwithstanding anything to the contrary contained in this Agreement, all repurchases of Eligible Grantee Securities pursuant to the Repurchase Option shall be subject to applicable restrictions contained in the Act, and in the Company’s and its Affiliates’ debt and equity financing agreements. If any such restrictions prohibit (i) the repurchase of Eligible Grantee Securities as otherwise provided in this Agreement or (ii) dividends, distributions or other transfers of funds from one or more Affiliates to the Company to fund such repurchases, then the Closing of such repurchase shall be delayed until a reasonable time after expiration or termination of such restrictive prohibitions. In the event Grantee is party to any non-disclosure, non-solicitation or non-competition contract or agreement with the Company, Chobani or any of their respective Affiliates (a “Restrictive Agreement”), and Grantee breaches such agreement, if Grantee’s Incentive Units have not previously been forfeited, then all Incentive Units granted hereby shall be immediately forfeited and cancelled as of the date of such violation without any consideration being paid therefor and without any further action required by the Company whatsoever. If any of Grantee’s Incentive Units have previously been repurchased by the Company, and subsequent thereto Grantee breaches a Restrictive Agreement such that Grantee’s Incentive Units would have been forfeited as provided above had they not been repurchased, then Grantee will repay all proceeds received by Grantee in consideration for such repurchase to the applicable purchaser(s) thereof.

(h)    The provisions of this Section 3 will terminate with respect to all Grantee Securities upon a Sale of Chobani. The provisions of this Section 3 (other than Section 3(h)) will terminate upon an initial Public Offering of Chobani with respect to all Securities of the Registered Company received in exchange for the Grantee Securities.

4.    Definitions.

“Act” means the Delaware Limited Liability Company Act, Title 6, sections 18-101, et seq., as it may be amended from time to time, and any successor thereto.

“Base Rate” means the prime rate reported in the “Money Rates” section of The Wall Street Journal as being the base rate on corporate loans at larger U.S. Money Center banks on the last business day immediately prior to the date on which it is necessary to determine such rate.

“Cause” means, for purposes of this Agreement, one or more of the following: (a) Grantee’s refusal or material failure to perform Grantee’s job duties and responsibilities (other than by reason of Grantee’s serious physical or mental illness, injury, or medical condition); (b)

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Grantee’s failure or refusal to comply in any material respect with policies of Grantee’s employer or lawful directives of Grantee’s direct supervisor and/or department head (or comparable officer); (c) Grantee’s material breach of any contract or agreement between Grantee and the Company, Chobani or any of their respective Affiliates (including but not limited to this Agreement and any employment, severance, restrictive covenants or similar agreement, including a Restrictive Agreement); (d) Grantee’s material breach of any statutory duty, fiduciary duty or any other obligation that Grantee owes to the Company, Chobani or any of their respective Affiliates; (e) Grantee’s commission of an act of fraud, theft, embezzlement or other unlawful act against the Company, Chobani or any of their respective Affiliates, or involving the property or assets (including, without limitation, the products) of the Company, Chobani or any of their respective Affiliates; (f) Grantee engaging in unprofessional, unethical or other acts that materially discredit the Company, Chobani or any of their respective Affiliates or are materially detrimental to the reputation, character or standing of the Company, Chobani or any of their respective Affiliate, or the property or assets (including, without limitation, the products) of the Company, Chobani or any of their respective Affiliates; or (g) Grantee’s indictment or conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude. For purposes of this definition of Cause, the terms “Company” and “Chobani” shall include each of their respective parents and other Affiliates, together with their respective successors and assigns, and express references to Affiliates of the Company or Affiliates of Chobani in this definition are included for avoidance of doubt.

“Chobani” means Chobani Global Holdings, LLC, a Delaware limited liability company, its successors and assigns.

“Chobani LLC Agreement” means the Limited Liability Company Agreement of Chobani Global Holdings, LLC, as it may be amended from time to time.

“Fair Market Value” means, with respect to an Incentive Unit and other Eligible Grantee Securities, the fair value of such Incentive Unit and other Eligible Grantee Securities as determined in good faith by the Manager in accordance with the LLC Agreement.

“Grantee Securities” means all Incentive Units, whether vested or unvested, at any time held by Grantee. Grantee Securities will continue to be Grantee Securities in the hands of any holder other than Grantee (except for the Company and Transferees in a Public Sale), and except

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as otherwise provided herein, each such other holder of Grantee Securities will succeed to all rights and obligations attributable to Grantee as a holder of Grantee Securities hereunder (with the vesting conditions continuing to apply in accordance with the terms). Grantee Securities will also include equity of the Company or Chobani (or a corporate successor to the Company or Chobani or an Affiliate of the Company or Chobani) issued with respect to Grantee Securities. Notwithstanding the foregoing, all unvested Incentive Units shall remain unvested after any Transfer thereof and shall only become vested thereafter to the extent provided in Section 2 hereof.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of CGH Management Holdings, LLC, dated as of April 20, 2016, and as may be amended from time to time.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, association or other entity or a governmental entity.

“Public Offering” means a firm commitment underwritten public offering of shares of common stock undertaken by Chobani or an entity controlling Chobani, as the case may be (the “Registered Company”) pursuant to an effective registration statement under the Securities Act filed with the Securities and Exchange Commission on Forms S-1 or S-3 (or any successor forms adopted by the Securities and Exchange Commission); provided that the following shall not be considered a Public Offering: any issuance of common Equity Securities in connection with and as consideration for a merger or acquisition or (ii) any issuance of common Equity Securities or rights to acquire common Equity Securities to employees, officers, directors, consultants or other service providers of Chobani or any of its Subsidiaries as part of an incentive or compensation plan, agreement or arrangement. An “initial Public Offering” means the first Public Offering undertaken by the Registered Company.

“Public Sale” means any sale of common stock (i) to the public pursuant to a Public Offering or (ii) to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 (or any similar provision then in effect) adopted under the Securities Act.

“Sale of Chobani” means one or more of the following effected in a single transaction or series of transactions, whether or not related, with one or more independent third parties: (i) the sale, directly or indirectly, of all or substantially all of Chobani’s assets (including Equity Securities of Chobani’s Subsidiaries) or the assets of Chobani’s Subsidiaries, on a consolidated basis; (ii) the sale of the issued and outstanding Equity Securities of Chobani possessing 66 2/3% of the total combined voting power (other than voting rights accruing only in the event of a default or breach) of all classes of voting Securities of Chobani normally entitled to elect a new Chobani Manager; (iii) the merger or consolidation of Chobani or substantially all of Chobani’s Subsidiaries with one or more independent third parties in a transaction in which such independent third party(ies) thereafter control, directly or indirectly, the business and affairs of Chobani or the Subsidiaries party to such transaction; provided that a Public Sale shall not constitute a Sale of Chobani; or (iv) as long as the Administrator controls Chobani, the direct or indirect sale, transfer, assignment or other disposition (including by merger or consolidation), in one transaction or a series of related transactions, of equity or ownership interests of the

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Administrator representing more than 50% of the outstanding equity or ownership interests of the Administrator (other than to Persons who were members of Chobani or the Administrator on the Effective Date or affiliates (within the meaning of the Securities Act) of such Persons). For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting Securities, by contract or otherwise.

“Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.

“Separation Event” means Grantee ceasing to provide services to the Company, Chobani or any of their respective Affiliates for any reason or for no reason, including death, disability, resignation or termination either by the Grantee or by the Company, Chobani or any of their respective Affiliates.

“Total Equity Value” means the aggregate proceeds that would be received by the Members if: (i) the assets of Chobani were sold at their Fair Market Value on arm’s-length terms, with neither the seller nor the buyer being under compulsion to buy or sell such assets; (ii) Chobani satisfied and paid in full all of its obligations and liabilities; (iii) such net sale proceeds were then distributed to the members of Chobani in accordance with the Chobani LLC Agreement; (iv) the Company satisfied and paid in full all of its obligations and liabilities; and (v) such net sale received by the Company pursuant to clause (iii) were then distributed to the Members in accordance with the LLC Agreement, all as determined by the Manager in good faith.

“Transaction Documents” means this Agreement, the Plan, the LLC Agreement and all other agreements, instruments, certificates, and other documents to be entered into or delivered by Grantee in connection with the transactions that have occurred or are contemplated to occur, as the case may be, pursuant to this Agreement, the Plan, the LLC Agreement and any side agreements to which Grantee is a party related to and entered into in furtherance of the foregoing.

“Transfer” means any, assignment, sale, offer to sell, pledge, mortgage, hypothecation, or any other like transfer or encumbrance on or disposition of Incentive Units or any direct or indirect beneficial, economic, participation or other interest therein (all of the foregoing, whether with or without consideration, whether voluntarily or involuntarily or by operation of law).

5.    Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of the Plan shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) upon confirmed transmission, when delivered by facsimile or by means of electronic mail to the recipient, provided that if delivered by facsimile or electronic mail after 5:00 p.m. New York, New York time, delivery will be deemed to have occurred on the next business day, or (c) when delivered by overnight courier, when delivery is made according to the records of such courier. Such notices, demands, and other communications shall be sent to the Company at the following address and to Grantee at the address for Grantee set forth from time to time in the books and records of the Company or its Affiliates, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice pursuant to this Section 5 to the sending party.

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CGH Management Holdings, LLC

c/o Chobani Global Holdings, LLC

200 Lafayette St., FL #6

New York, New York 10012

Attention: Office of General Counsel

E-mail:

6.     General Provisions.

(a)     Entire Agreement. This Agreement, the LLC Agreement and the Plan include the complete agreement and understanding among the parties and supersede and preempts any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter of this Agreement and/or the Plan in any way.

(b)     Non-Assignment; Successors. Except as otherwise provided in the Plan or this Agreement, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties to this Agreement and their respective legal representatives, heirs, distributors, successors and assigns; provided that Grantee may not assign or otherwise delegate any of Grantee’s rights or obligations under this Agreement or the Plan without the prior written consent of the Company. Any purported assignment or delegation by Grantee in violation of this Agreement shall be void and shall have no legal or equitable force or effect.

(c)     Severability. The provisions of the Plan and this Agreement shall be deemed severable. The invalidity or unenforceability of any provision of the Plan or this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of the Plan or this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of the Plan or this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

(d)     Signatures. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(e)     Further Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such actions as may be necessary or appropriate to achieve the purposes of this Agreement.

(f)     Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages caused by any breach of any

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provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

(g)     Amendment. The provisions of this Agreement may be amended, modified or waived in a manner materially adverse to Grantee only as permitted by the Plan, the LLC Agreement or, if otherwise, with the prior written consent of the Company and Grantee.

(h)     Indemnification and Reimbursement of Payments on Behalf of Grantee. To the extent required by law, the Company, Chobani and their respective Affiliates shall be entitled to deduct or withhold from any cash amounts owing to Grantee any taxes imposed with respect to either (a) Grantee’s compensation or other payments from the Company, Chobani or any of their respective Affiliates or (b) Grantee’s ownership interest in the Company, including wages, bonuses and/or cash distributions. To the extent that such amounts are insufficient to permit the payor to satisfy its withholding obligations arising from Grantee’s compensation or other payments, Grantee shall indemnify the Company, Chobani and each of their respective Affiliates for any amounts paid with respect to any such taxes, together with any interest, penalties and related expenses thereto.

(i)     Survival. All covenants, representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. This Agreement shall survive a Separation Event and shall remain in full force and effect after such Separation Event.

(j)     Adjustments of Numbers. All numbers set forth herein that refer to unit prices or amounts will be appropriately adjusted to reflect unit splits, unit dividends, combinations of units and other recapitalizations affecting the subject class of equity.

(k)     Deemed Transfer of Grantee Securities. If, pursuant to the terms and conditions of this Agreement or the LLC Agreement, (i) any Grantee Securities are forfeited in accordance with the provisions of this Agreement or the LLC Agreement and/or (ii) the Company (and/or any other Person acquiring Securities as permitted under this Agreement) shall make available, at the time and place and in the amount and form provided in this Agreement, the consideration for the Grantee Securities to be repurchased in accordance with the provisions of this Agreement or the LLC Agreement in the proper amount and form as finally determined in accordance with the provisions of this Agreement, then from and after such time, the Person from whom such Grantee Securities are forfeited or to be repurchased shall no longer have any rights as a holder of such Grantee Securities (other than, with respect to Grantee Securities to be repurchased, the right to receive payment of such consideration in accordance with this Agreement or the LLC Agreement), and such Grantee Securities shall be deemed forfeited or purchased, as applicable, in accordance with the applicable provisions hereof or of the LLC Agreement, and the Company (and/or any other Person acquiring Securities) shall be deemed the owner and holder of such Securities, whether or not the certificates therefor, if any, have been delivered as required by this Agreement or the LLC Agreement. In furtherance of the foregoing,

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the Grantee authorizes and consents, and hereby irrevocably and unconditionally grants the Manager a power of attorney to act as Grantee’s attorney-in-fact, to cause such forfeiture, purchase or other Transfer of the Grantee Securities as provided herein and in the LLC Agreement.

(l)     Third Party Beneficiaries. Except as expressly provided herein or in the Plan, no term or provision of this Agreement or the Plan is intended to be, or shall be, for the benefit of any Person not a party hereto, and no such other Person shall have any right or cause of action under this Agreement or the Plan. For avoidance of doubt, nothing in this Section 6(l) shall restrict the rights of the Administrator, the Company, Chobani or any of their respective Affiliates as set forth under this Plan or any Grant Agreement.

(m)     Public Offering. If, after consummation of a Public Offering, a holder of Grantee Securities receives Securities of the Registered Company in respect of such holder’s Securities, then such Securities will be treated in the same manner as the Securities with respect to which they were distributed for purposes of Sections 1 through 4 hereof, except as otherwise expressly set forth herein.

(n)     Currency. All transactions contemplated by this Agreement are contemplated to occur in United States dollars and any reference herein to dollars or “$” shall be deemed to refer to United States dollars.

(o)     Electronic Delivery. Any reference herein or in the Plan to a “written” agreement or document will include any agreement or document delivered electronically or posted on the intranet of the Company, Chobani or any of their respective Affiliates (or other shared electronic medium controlled by the Company, Chobani or any of their respective Affiliates to which Grantee has access).

(p)     No Rights to Continued Employment or Service or to Award. Nothing in the Plan or in this Agreement shall confer on Grantee any right to employment or continued service with the Company, Chobani or any of their respective Affiliates, or interfere in any way with the right of the Company, Chobani or any of their respective Affiliates to terminate or change the terms of Grantee’s employment or service at any time. Grantee does not have a right to receive any additional Award in the future.

(q)     Governing Law and Construction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each Grantee and other Persons having rights under this Agreement irrevocably submits to the non-exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each Grantee and other Persons having rights under this Agreement

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further agrees that service of any process, summons, notice or document by United States certified or registered mail to such Grantee’s or such other Person’s respective address set forth in the books and records of the Company or any Affiliate, or such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party shall be effective service of process in any action, suit or proceeding in the Chosen Courts with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence. Each Grantee irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Plan, such Grantee’s Grant Agreement or Unit Grant, or the transactions contemplated by such documents in the Chosen Courts and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in such Chosen Courts has been brought in an inconvenient forum. The Incentive Units (and the series of which they are a part) shall not constitute a “series” within the meaning of Section 18-215 of the Act.

(r)     WAIVER OF JURY TRIAL. Each party to this Agreement irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the Plan.

(s)     Cancellation. Within 30 days of the Grant Date, the Grantee shall execute and deliver to the Company the signature page to this Agreement, the LLC Agreement and, if applicable, the Spousal Consent; and if the Grantee fails to do the foregoing, the Company shall have the right, on written notice to the Grantee, to revoke this Agreement and the Company shall have no obligation to consummate the issuance of the Incentive Units.

Signature Page to Grant Agreement Immediately Follows

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Signature Page to Grant Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Equity Grant Agreement to be effective as of the Grant Date.

CGH MANAGEMENT HOLDINGS, LLC
By:
Name:	Hamdi Ulukaya
Its:	Chief Executive Officer
GRANTEE
[[SIGNATURE]]
Name: [[FIRSTNAME]] [[LASTNAME]]
Participant ID: [[PARTICIPANTID]]

The following additional definitions shall apply to the Agreement:

“Grantee’s Address” means:	Address of legal counsel, if any to Grantee:
[[RESADDR1]]
[[RESADDR2]]
[[RESADDR3]]
[[RESCITY]], [[RESSTATEORPROV]] [[RESPOSTALCODE]]

The Company hereby notifies Grantee that it may rely on one or more of the following exemptions that are indicated with a check or “x” from the registration requirements of the Securities Act with respect to the grant of the Grantee Securities hereunder: ☒ Rule 701; ☒ Section 4(a)(2); ☒ Regulation D; ☒ “no sale” doctrine.

EX-10.8

Exhibit 10.8

CHOBANI, LLC

2020 LONG TERM INCENTIVE PLAN

Effective Date as of January 1, 2020

Section 1.     Purpose. The purpose of this Chobani, LLC 2020 Long Term Incentive Plan (“Plan”) is to promote the interests of Chobani, LLC and its subsidiaries and affiliates (“Chobani”). The Plan is designed to enhance Chobani’s ability to attract and retain senior-level employees and to encourage them to perform their jobs to affect positively the long-term growth, profitability and financial success of Chobani by providing them with the opportunity to receive compensation based on the long-term business results of the Company. All capitalized terms herein have the meanings set forth in Section 9 (“Definitions”) hereof.

Section 2.     Eligibility & Participants. The Administrator of the Plan will determine which employees will participate in the Plan and the size and terms of Awards given under the Plan. Unless the Administrator determines otherwise, eligibility to participate in the Plan shall be limited to employees holding the position of Senior Director or above or such other employees as the Administrator approves. Furthermore, unless the Administrator determines otherwise, no employee may become a Participant in a given Performance Period during the last two quarters of such Performance Period. Subject to the preceding limitation, a Participant who does not participate for an entire Performance Period shall be entitled to participate in the Plan on a pro-rated basis commencing on the first day of the calendar quarter occurring after the Participant’s hire date. No employee selected to participate in the Plan will be required to pay any cash or other property to participate in or to receive benefits under the Plan. All decisions made by the Administrator are within its sole discretion, and no person will have the ability to affect, influence or negate the Administrator’s determinations under the Plan. A person selected to participate in the Plan is referred to as a “Participant”.

Section 3.     Award Notice. A Participant will be given an Award Notice. The Award Notice shall set forth the terms and conditions of the Award given to a Participant, including (i) the dollar amount payable in the event that the Performance Goals established with respect to all or part of a Performance Period are achieved at the target level and a method for determining how to calculate the dollar amount payable, if any, for performance above or below the target level and (ii) the requirements for becoming entitled to receive and retain a payment under an Award. In addition to delivering the executed Award Notice to the Administrator, the Administrator may require a Participant to take additional actions and execute additional documents that the Administrator determines are necessary or advisable in order to fully implement the Award evidenced by the Award Notice. In the event of any conflict between an Award Notice and the Plan, the terms of the Plan shall prevail.

Section 4.     Target Value of an Award. Unless the Administrator determines otherwise, the target value of a Participant’s Award shall be as set forth in the Participant’s Award Notice.

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Section 5.     Determination of Value of an Award to be Paid. Unless the Administrator determines otherwise or the terms of the Plan or a Participant’s Award Notice provide otherwise, the final value of an Award shall be determined in accordance with the level of achievement of the Performance Goals for each year, on a standalone basis, of the two-year Performance Period, the value for each such year shall be added together, and the sum shall be paid to each Participant who is entitled to receive payment. In the event that a Sale of the Company occurs prior to the time that Awards made for a given Performance Period have been paid, the amount to be paid shall be determined as set forth in Section 6(b) below.

Section 6.     Vesting of Awards; Sale of the Company. (a) An Award shall be treated as vested, and therefore payable, subject to compliance with any requirements set forth by the Administrator that remain in existence after the end of the Performance Period, if the Participant remains in continuous employment with Chobani from the date that the Award is granted to the date of payment of the Award.

(b)     In the event that a Sale of the Company occurs prior to the time that Awards made for a given Performance Period have been paid, such Awards shall be treated as follows:

(1)     Unless otherwise provided in an Award Notice, in the event of a Sale of the Company, all outstanding Awards may be continued or assumed by the Successor, or the Successor may substitute economically equivalent awards.

(2)     Unless otherwise provided in an Award Notice, in the event of a Sale of the Company in which the Successor does not continue, assume or substitute any outstanding Awards in accordance with this Section 6, all Awards that are not assumed, continued or substituted shall be vested based on the terms herein, and therefore payable, without any subsequent restrictions, as of the date of the Sale of the Company. The final value of an Award shall be determined as follows: (x) for any one-year period that has ended in any Performance Period prior to a Sale of the Company, based on actual results and (y) for any one-year period in any Performance Period that has not ended prior to a Sale of the Company, pro-rate the dollar amount payable based on the partial year and determine the performance based on either, as determined by the Administrator in its sole discretion, (i) the level of achievement of the Performance Targets for the partial year or (ii) on the assumption that target level results have been achieved.

A Participant must remain in continuous employment with Chobani from the date that the Award is granted to the date of the Sale of the Company to receive the treatment set forth in this Section 6(b). Notwithstanding the foregoing, the treatment of Awards in connection with the Sale of the Company need not be the same with respect to each Participant as determined by the Administrator.

(c)     If a Participant’s employment with Chobani ends prior to the vesting date determined as set forth above and the date of payment of the Award, any Awards held by that Participant shall immediately be cancelled, terminate and cease to exist at the time of such termination of employment.

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Section 7.     Restrictions on Transfer. Awards are not transferable under any circumstances.

Section 8.     Time and Form of Payment. Awards granted with respect to a given Performance Period shall be paid within an administratively reasonable period of time following the time that the Administrator has confirmed the level of performance of the Performance Goals for such Performance Period after the end of such Performance Period. In the event that a Sale of the Company occurs during a Performance Period, Awards for such Performance Period shall be paid at the time determined by the Administrator. All Awards shall be paid in cash, promissory notes, Equity Securities of Chobani or its affiliates or subsidiaries and/or any other form of consideration and any combination thereof, in each case, in the Administrator’s discretion.

Section 9.     Definitions. Capitalized terms used in the Plan and not otherwise defined shall have the meanings set forth below.

“Administrator” means FHU US Holdings, LLC or such other committee, individual or individuals appointed or delegated authority pursuant to Section 10 to administer the Plan.

“Award” means, individually or collectively, an award made pursuant to the terms of the Plan and the applicable Award Notice.

“Award Date” means the date an Award is given to a Participant and is set out in the Award Notice.

“Award Notice” means the written or electronic notice evidencing an Award and certain terms and conditions of such Award.

“Company” means Chobani Global Holdings, LLC.

“Equity Securities” means an instrument determined by the Administrator to be an “Equity Security”, which is intended to mean capital stock, partnership or limited liability company interests or other equity securities (including profits interests).

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Chobani Global Holdings, LLC, dated as of June 27, 2018, as amended from time to time.

“Participant” means a person given an Award under the Plan.

“Performance Goals” means those performance goals selected by the Administrator with respect to a given Performance Period. In the event that the Administrator does not select

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specific goals for a given Performance Period, the Performance Goals shall be set for a one-year period and shall be the same as the performance goals for the Company’s Annual Incentive Plan for the same one-year period.

“Performance Period” means a two-year period coinciding with the Company’s fiscal year. The first Performance Period shall begin on January 1, 2020 and end on December 31, 2021. The Administrator shall have the authority to establish one or more Performance Periods of a different duration. Performance Periods may not overlap with one another.

“Plan” means this Chobani, LLC 2020 Long Term Incentive Plan, as it may from time to time be amended in accordance with the Plan.

“Sale of the Company” means an event determined by the Administrator to be a “Sale of the Company” as defined in the LLC Agreement, which is intended to mean a sale, directly or indirectly, by Chobani of all or substantially all of its assets or a sale of a super-majority of its voting equity securities to, or a merger or consolidation of Chobani with, or a transaction or series of related transactions to which the Administrator is a party with, a person (or group of related persons) who is not currently an investor in Chobani or its affiliates or a person (or group of related persons) who is not currently an investor in Chobani or its affiliates otherwise acquiring control of Chobani, directly or indirectly. The Sale of the Company shall not include an initial public offering or other sale of equity securities of Chobani or its affiliates to the public.

“Successor” means the person (or group of related persons) that is the continuing or successor (as the case may be) of the Company following a Sale of the Company.

Section 10.     Administration. The Administrator shall have exclusive authority to operate, manage and administer the Plan in accordance with its terms and conditions. The Administrator may make such rules and regulations and establish such procedures for the administration of the Plan as it deems appropriate. Without limiting the generality of the foregoing, the Administrator shall have the exclusive right and discretionary authority to: (a) determine the Participants to whom Awards are given; (b) determine the terms and conditions of an Award to be given to a particular Participant that are not in conflict with the Plan; (c) determine the size of an Award; (d) determine the manner in which the value of an Award is to be calculated; (e) determine the form and content of Award Notices; (f) determine the extent to which Awards have been forfeited, cancelled or terminated in accordance with the terms of the Plan and under the applicable Award Notices; (g) elect to pay out all or part of a Participant’s Award, including following the end of a Participant’s employment with Chobani prior to the time payment of Awards generally; (h) determine the extent to which any terms and conditions applicable to any Awards have been satisfied; (i) amend, modify, adjust and/or waive the criteria set forth in any Award Notice regarding the satisfaction of any terms or conditions relating to any Award; (j) modify, amend, suspend or terminate any outstanding Award; (k) interpret the Plan and the Award Notices, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law; (l) determine any other rights or obligations in respect of any or all outstanding Awards; and (m) take any other actions and make

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any other determinations or decisions that the Administrator deems necessary, desirable or appropriate in connection with the Plan or an Award Notice, or the administration or interpretation of the Plan or an Award Notice.

Unless otherwise expressly provided hereunder, the Administrator, with respect to any Award, may exercise its discretion hereunder at any time, including at the time of the Award Date or thereafter. The Administrator’s decisions and determinations need not be uniform and may be made selectively among Participants, whether or not they are similarly situated, including varying the rights and obligations of the Award. In the event of any dispute or disagreement as to the interpretation of any provision of the Plan or an Award Notice, or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to the Plan or an Award Notice, the decision of the Administrator shall be final and binding upon all persons. The Administrator shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the Plan. The Administrator may delegate all or any of its responsibilities and powers under the Plan (and revoke any such delegation) to any committee appointed by the Administrator or any other person or persons selected by the Administrator, except to the extent prohibited by applicable law, rule or regulation. References in the Plan or in an Award Notice to the Administrator shall be to any such committee or other person or persons, to the extent of such delegation.

Section 11.     Rights as a Participant. A Participant shall not have any rights as a holder of an Award with respect to any payment of an Award except as determined by the Administrator under the terms of the Plan.

Section 12.     Amendment and Termination of the Plan. The Administrator may, at any time, modify, amend, suspend or terminate the Plan without the consent of any person. The Administrator’s power under this Section 12 shall not be limited, constrained or otherwise affected by any other provision of the Plan or an Award Notice.

Section 13.     No Rights to Continued Employment or to Award. Nothing in the Plan or in any Award granted pursuant to the Plan or any Award Notice shall confer on any person any right to employment or continued service with Chobani, or interfere in any way with the right of Chobani to terminate or change the terms of any person’s employment or service at any time. No person shall have any right to receive any Award under the Plan. If a person has received an Award, such Award shall not give that person any right to receive any additional Award in the future.

Section 14.     409A Compliance. It is the intention of Chobani that the Plan shall be exempt from, or otherwise comply with, the provisions of Section 409A of the Internal Revenue Code (“Section 409A”), as in effect as of the Effective Date of the Plan or as subsequently modified. In the event that Section 409A would impose a detriment on the Participants, taken as a whole, with respect to Awards, then the Administrator shall consider in good faith modifications or amendments to the Plan intended to eliminate or ameliorate such detriment; provided that, in no event shall the Administrator be required to modify or amend the Plan in any manner. Chobani

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shall have no liability to a Participant, or any other person, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Administrator or Chobani and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A, responsibility for payment of such penalties shall rest solely with the affected Participants and not with Chobani.

Section 15.     Indemnification and Reimbursement of Payments on Behalf of Participant. Chobani shall be entitled to deduct or withhold, or cause to have deducted or withheld, from any amounts owing from Chobani to a Participant any taxes imposed with respect to a Participant’s compensation or other payments from Chobani, including wages, bonuses and/or cash distributions. To the extent that such amounts are insufficient to permit Chobani to satisfy its withholding obligations solely with respect to such taxes arising from a Participant’s compensation or other payments from Chobani, a Participant shall indemnify Chobani for any amounts paid with respect to any such taxes, together with any interest, penalties and related expenses thereto.

Section 16.     Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of the Plan shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) upon confirmed transmission, when delivered by facsimile or by means of electronic mail to the recipient, provided that if delivered by facsimile or electronic mail after 5:00 p.m. New York, New York time, delivery will be deemed to have occurred on the next business day, or (c) when delivered by overnight courier, when delivery is made according to the records of such courier. Such notices, demands, and other communications shall be sent to Chobani at the following address and to the Participant at the address for the Participant set forth from time to time in Chobani’s books and records, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice pursuant to this Section 14 to the sending party.

Chobani Global Holdings, LLC

200 Lafayette St., FL #6

New York, New York 10012

Attention: Office of General Counsel

E-mail:

Section 17.     Successors. Except as otherwise provided in an Award Notice, any Award under the Plan shall be binding upon and inure to the benefit of and be enforceable by Chobani and its assigns and successors in interest.

Section 18.     Severability. The provisions of the Plan and any Award Notice shall be deemed severable. The invalidity or unenforceability of any provision of the Plan or an Award Notice in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of the Plan or Award Notice, as applicable, in such jurisdiction or the validity, legality or enforceability of any provision of the Plan or Award Notice, as applicable, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

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Section 19.     No Third Party Beneficiaries. Except as expressly provided in the Plan or an Award Notice, no term or provision of the Plan or Award Notice is intended to be, or shall be, for the benefit of any person not a Participant or a party to an Award Notice, and no such other person shall have any right or cause of action thereunder.

Section 20.     Unfunded Plan. The Plan is unfunded. Neither Chobani nor any of its affiliates shall segregate any assets in connection with or as a result of the Plan. The rights of a Participant to benefits under the Plan shall be solely those of a general, unsecured creditor of Chobani.

Section 21.     Governing Law and Construction. All issues and questions concerning the construction, validity, enforcement and interpretation of the Plan or of any applicable Award Notice shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

END OF DOCUMENT

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CHOBANI, LLC

2020 LONG TERM INCENTIVE PLAN

AWARD NOTICE

Chobani, LLC (“Chobani”), pursuant to its 2020 Long Term Incentive Plan (the “Plan”), hereby awards to you, the undersigned “Participant”, the incentive award set forth below (“Award”). Your Award is subject to the terms of this Award Notice and the Plan. A copy of the Plan is attached to this Award Notice. We urge you to carefully read this Award Notice and the Plan in their entireties. If there is any inconsistency between the terms of the Plan and this Award Notice, the terms of the Plan will prevail. Capitalized terms used in this Award Notice that are not defined, have the meanings set forth in the Plan.

Section 1.     Award Information

Participant:
Award Date:	[                    ]
Performance Period:	[                    ] to [                    ]
Target Value of Award:	$[                    ]

Section 2.     Performance Goals

Performance Goals for the Award shall be established for each fiscal year of Chobani within the Performance Period. The Performance Goals for each fiscal year to earn the Target Value of the Award for such fiscal year under this Plan shall be the same as the Participant’s performance goals for Chobani’s Annual Incentive Plan, which is based on consolidated performance (globally), to earn the target bonus opportunity under such plan for the same fiscal year.

Section 3.     Terms and Conditions of Award

(a) Requirement of Employment. You must remain continuously employed by Chobani from the Award Date until the date of payment of the Award following the end of the Performance Period in order to be eligible to receive payment of your Award.

(b) Termination of Employment. If your employment with Chobani ends for any reason prior to the time of payment of the Award, the Award shall immediately be cancelled, terminated and cease to exist at the time of such termination of employment.

Section 4.     Time and Form of Payment. Your Award shall be paid within an administratively reasonable period of time following the time that the Administrator has confirmed the level of performance of the Performance Goals for such Performance Period after the end of such Performance Period. Your Award shall be paid in cash, promissory notes, Equity Securities of Chobani or its affiliates or subsidiaries and/or any other form of consideration and any combination thereof, in each case, in Chobani’s discretion.

Section 5.     Restrictions on Transfer. The Award is not transferable under any circumstances.

Section 6.     Acknowledgements and Understandings.

(a) You acknowledge that you have received a copy of the Plan, that you have reviewed the Plan and this Award Notice, and that you understand and agree to be legally bound by the terms of the Plan and this Award Notice.

(b) You further acknowledge that as of the Award Date, this Award Notice and the Plan set forth the entire understanding between you and Chobani regarding the Award. Any oral or written statements or agreements relating to the Award not included in this Award Notice or the Plan are of no effect.

(c) You understand that you are not required to pay cash or give other property to Chobani as a condition to your participation in the Plan or to receive benefits under the Plan. You confirm that Chobani has not required any payment of cash or delivery of property by you for your Award.

(d) You acknowledge and agree that your Award or your participation in the Plan does not give you any information rights with respect to Chobani’s affairs, including any right to review Chobani’s corporate or financial documents.

Section 7.     Signatures. This Award Notice may be executed in counterparts, all of which when taken together will be considered one and the same agreement. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

Section 8.     Waiver of Jury Trial. You irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to the Plan or this Award Notice.

Section 9.     Cancellation. Within 30 days of the Award Date, you shall execute and deliver to Chobani the signature page to this Award Notice; and if you fail to do the foregoing, Chobani shall have the right, on written notice to you, to revoke this Award Notice and Chobani shall have no obligation to consummate the grant of the Award or any payment thereunder.

Signature Page to Immediately Follow

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CHOBANI, LLC		PARTICIPANT:
By:	Hamdi Ulukaya
Name:	Chief Executive Officer	By:
			Signature
Date:		Name:
		Date:

ATTACHMENTS: Chobani, LLC 2020 Long Term Incentive Plan

Signature Page to Award Notice under 2020 Long Term Incentive Plan

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EX-10.9

Exhibit 10.9

CHOBANI GLOBAL HOLDINGS, LLC

GROWTH SHARING PLAN

Effective Date as of March 9, 2016

Amended and Restated as of June 27, 2018

Section 1.     Purpose. The purpose of this Chobani Global Holdings, LLC Growth Sharing Plan (“Plan”) is to promote the interests of Chobani Global Holdings, LLC and its subsidiaries (“Chobani”). This Plan is designed to enhance Chobani’s ability to attract and retain employees and other service providers and to encourage them to perform their jobs and provide their services to positively affect the long-term growth, profitability and financial success of Chobani by providing them with the opportunity to share in Chobani’s future growth in value.

Section 2.     Eligibility & Participants. The Administrator of this Plan will determine who will participate in this Plan and the size and terms of Awards given under this Plan. No employee or other service provider selected to participate in this Plan will be required to pay any cash or other property to participate in or to receive benefits under this Plan. All decisions made by the Administrator are within its sole discretion and no person will have the ability to affect, influence or negate the Administrator’s determinations under this Plan. A person selected to participate in this Plan is referred to as a “Participant”.

Section 3.     Award Notice. A Participant will be given an Award Notice. The Award Notice evidences the Award given to the Participant under this Plan and sets forth certain terms and conditions of the Award including (i) the number of Participation Units covered by the Award, (and (ii) the Milestone Dates for the Award. In addition to delivering the executed Award Notice to the Administrator, the Administrator may require a Participant to take additional actions and execute additional documents that the Administrator determines are necessary or advisable in order to fully implement the Award evidenced by the Award Notice.

Section 4.     Restrictions on Transfer. Participation Units may not be transferred except upon the death of a Participant by will or by the laws of descent and distribution in the absence of a prior written consent of the Administrator. Any person who receives Participation Units on account of the death of a Participant will be subject to the same transfer restrictions as the Participant who initially received the Participation Units. In addition, if equity securities (or other property) are delivered as payment for Participation Units, the equity securities (or other property) may be subject to transfer restrictions, including restriction on how they may be transferred or restricting transfer for a period of time.

Section 5.     Definitions. Capitalized terms used in this Plan and not otherwise defined shall have the meanings set forth below or in the LLC Agreement.

“Administrator” means FHU US Holdings, LLC or such other committee, individual or individuals appointed or delegated authority pursuant to Section 7 to administer this Plan.

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“Award” means, individually or collectively, an award of Participation Units pursuant to the terms of this Plan and the applicable Award Notice.

“Award Date” means the date an Award is given to a Participant and is set out in the Award Notice.

“Award Notice” means the written or electronic notice evidencing an Award and certain terms and conditions of such Award.

“Class B Unit” means a Class B Common Unit issued under the LLC Agreement, taking into consideration any classes, groups and series thereof and any adjustments made in accordance with the LLC Agreement or Section 8 of this Plan.

“Disability” means that the Participant is either (A) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Chobani.

“Distribution Event” means the consummation of either (i) a Sale of the Company or (ii) an Initial Public Offering.

“Fair Market Value” means, with respect to a Participation Unit, the fair value of the Participation Unit as determined in good faith by the Administrator in accordance with the LLC Agreement.

“Initial Public Offering” means an event determined by the Administrator to be an “Initial Public Offering,” which is intended to mean the first firm commitment underwritten public offering of the equity securities of Chobani or any of its affiliates by means of registration with the Securities and Exchange Commission.

“LLC Agreement” means the Limited Liability Company Agreement of Chobani Global Holdings, LLC, dated as of March 19, 2014, as amended from time to time.

“Milestone Date” means, a date through which a Participant is required to remain in continuous service with Chobani in order to have the opportunity to receive some or all of the benefits of the Participant’s Award. The Milestone Dates applicable to an Award are set forth in the Award Notice.

“Participant” means a person given an Award under this Plan.

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“Participation Threshold” means, with respect to each Award, an amount determined, and adjusted from time to time, by the Administrator. A Participant will not be entitled to receive any payments in respect of an Award until the Administrator determines that an amount of value equal to the Participation Threshold has been distributed after the Award Date to members of Chobani under the LLC Agreement.

“Participation Unit” means the right to receive an amount equal in value to one Class B Unit, after taking into consideration any classes, groups and series of Class B Units, any adjustments made in accordance with the LLC Agreement or Section 8 of this Plan, any determinations of the Administrator provided or allowed under this Plan, and as set forth in the applicable Award Notice. Any amounts that become due with respect to a Participation Unit shall be settled in the form determined by the Administrator.

“Plan” means this Chobani Global Holdings, LLC Growth Sharing Plan, as it may from time to time be amended in accordance with this Plan.

“Sale of the Company” means an event determined by the Administrator to be a “Sale of the Company” as defined in the LLC Agreement, which is intended to mean a sale, directly or indirectly, by Chobani of all or substantially all of its assets or a sale of a super-majority of its voting equity securities to, or a merger or consolidation of Chobani with, or a transaction or series of related transactions to which the Administrator is a party with, a person (or group of related persons) who is not currently an investor in Chobani or its affiliates or a person (or group of related persons) who is not currently an investor in Chobani or its affiliates otherwise acquiring control of Chobani, directly or indirectly. The Sale of the Company shall not include an Initial Public Offering or other sale of equity securities of Chobani or its affiliates to the public.

Section 6.     Number of Participant Units Subject to Awards.

(a)     The maximum number of Participation Units with respect to which Awards may be given under this Plan shall be determined by the Administrator from time to time.

(b)     To the extent any Participant Units subject to any Award are cancelled, terminated or forfeited pursuant to the terms of an Award Notice, such Participant Units shall again be available under this Plan.

(c)     To the extent any Participation Units subject to any Award are settled in the form of equity securities, the number of Class B Units or other equity securities available for grant under the Chobani Global Holdings, LLC Incentive Plan shall be reduced accordingly.

Section 7.     Administration. The Administrator shall have exclusive authority to operate, manage and administer this Plan in accordance with its terms and conditions. The Administrator may make such rules and regulations and establish such procedures for the administration of this Plan as it deems appropriate. Without limiting the generality of the foregoing, the Administrator

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shall have the exclusive right and discretionary authority to: (a) determine the Participants to whom Awards are given; (b) determine the terms and conditions of an Award to be given to a particular Participant that are not in conflict with this Plan; (c) determine the number of Participation Units to be given pursuant to each Award; (d) determine the manner in which the value of a Participation Unit is to be calculated; (e) determine the form and content of Award Notices; (f) determine the extent to which Awards have been forfeited, cancelled or terminated in accordance with the terms of this Plan and under the applicable Award Notices; (g) elect to cash out a Participant’s Award, including following the end of a Participant’s employment or other service with Chobani; (h) determine the extent to which any terms and conditions applicable to any Awards have been satisfied; (i) amend, modify, adjust and/or waive the criteria set forth in any Award Notice regarding the satisfaction of any terms or conditions relating to any Award; (j) modify, amend, suspend or terminate any outstanding Award; (k) interpret this Plan and the Award Notices, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law; (l) determine any other rights or obligations in respect of Participation Units subject to any Award; and (m) take any other actions and make any other determinations or decisions that the Administrator deems necessary, desirable or appropriate in connection with this Plan or an Award Notice, or the administration or interpretation of this Plan or an Award Notice.

Unless otherwise expressly provided hereunder, the Administrator, with respect to any Award, may exercise its discretion hereunder at any time, including at the time of the Award Date or thereafter. The Administrator’s decisions and determinations need not be uniform and may be made selectively among Participants, whether or not they are similarly situated, including varying the rights and obligations of the Participation Units subject to any Award. In the event of any dispute or disagreement as to the interpretation of any provision of this Plan or an Award Notice, or of any rule, regulation or procedure, or as to any question, right or obligation arising from or related to this Plan or an Award Notice, the decision of the Administrator shall be final and binding upon all persons. The Administrator shall have full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under this Plan. The Administrator may delegate all or any of its responsibilities and powers under this Plan (and revoke any such delegation) to any committee appointed by the Administrator or any other person or persons selected by the Administrator, except to the extent prohibited by applicable law, rule or regulation. References in this Plan or in an Award Notice to the Administrator shall be to any such committee or other person or persons, to the extent of such delegation.

Section 8.     Adjustments to Awards. In the event that the Administrator determines that any changes to the ownership of Chobani affects the Class B Units such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Administrator shall make such adjustments to the Awards in such manner as it shall deem equitable. In the event of a Sale of the Company (as defined in the LLC Agreement) under clause (iv) of such definition, the Administrator shall have the right, but not the obligation, to assume the Company’s obligations under the Plan by any means it shall determine, including by cashing out or otherwise settling outstanding Awards and/or making appropriate adjustments to the Awards, in order to satisfy its assumed obligations.

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Section 9.     Rights as a Participant. A Participant shall not have any rights as a holder of an Award with respect to any Class B Units covered by any Award unless (a) the Administrator elects to settle Participation Units for which payment shall be made under this Plan in the form of Class B Units and (b) until such Participant shall have complied with the additional requirements set forth in the LLC Agreement.

Section 10.     Amendment and Termination of the Plan. The Administrator may, at any time, modify, amend, suspend or terminate this Plan without the consent of any person. The Administrator’s power under this Section 10 shall not be limited, constrained or otherwise affected by any other provision of this Plan or an Award Notice.

Section 11.     No Rights to Continued Employment or Service or to Award. Nothing in this Plan or in any Award granted pursuant to this Plan or any Award Notice shall confer on any person any right to employment or continued service with Chobani, or interfere in any way with the right of Chobani to terminate or change the terms of any person’s employment or service at any time. No person shall have any right to receive any Award under this Plan. If a person has received an Award, such Award shall not give that person any right to receive any additional Award in the future.

Section 12.     409A Compliance. It is the intention of Chobani that this Plan shall be exempt from, or otherwise comply with, the provisions of Section 409A of the Internal Revenue Code (“Section 409A”), as in effect as of the Effective Date of this Plan or as subsequently modified. In the event that Section 409A would impose a detriment on the Participants, taken as a whole, with respect to Awards, then the Administrator shall consider in good faith modifications or amendments to this Plan intended to eliminate or ameliorate such detriment; provided that, in no event shall the Administrator be required to modify or amend this Plan in any manner. Chobani shall have no liability to a Participant, or any other person, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Administrator or Chobani and, in the event that any amount or benefit under this Plan becomes subject to penalties under Section 409A, responsibility for payment of such penalties shall rest solely with the affected Participants and not with Chobani.

Section 13.     Indemnification and Reimbursement of Payments on Behalf of Participant. Chobani shall be entitled to deduct or withhold, or cause to have deducted or withheld, from any amounts owing from Chobani to a Participant any taxes imposed with respect to a Participant’s compensation or other payments from Chobani, including wages, bonuses and/or cash distributions. To the extent that such amounts are insufficient to permit Chobani to satisfy its withholding obligations solely with respect to such taxes arising from a Participant’s compensation or other payments from Chobani, a Participant shall indemnify Chobani for any amounts paid with respect to any such taxes, together with any interest, penalties and related expenses thereto.

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Section 14.     Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Plan shall be in writing and shall be deemed to have been given or made (a) when delivered personally to the recipient, (b) upon confirmed transmission, when delivered by facsimile or by means of electronic mail to the recipient, provided that if delivered by facsimile or electronic mail after 5:00 p.m. New York, New York time, delivery will be deemed to have occurred on the next business day, or (c) when delivered by overnight courier, when delivery is made according to the records of such courier. Such notices, demands, and other communications shall be sent to Chobani at the following address and to the Participant at the address for the Participant set forth from time to time in Chobani’s books and records, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice pursuant to this Section 14 to the sending party.

Chobani Global Holdings, LLC

200 Lafayette St., FL #6

New York, New York 10012

Attention: Office of General Counsel

E-mail:

Section 15.     Successors. Except as otherwise provided in an Award Notice, any award of Participation Units under this Plan shall be binding upon and inure to the benefit of and be enforceable by Chobani and its assigns and successors in interest.

Section 16.     Severability. The provisions of this Plan and any Award Notice shall be deemed severable. The invalidity or unenforceability of any provision of this Plan or an Award Notice in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Plan or Award Notice, as applicable, in such jurisdiction or the validity, legality or enforceability of any provision of this Plan or Award Notice, as applicable, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by applicable law.

Section 17.     No Third Party Beneficiaries. Except as expressly provided in this Plan or an Award Notice, no term or provision of this Plan or Award Notice is intended to be, or shall be, for the benefit of any person not a Participant or a party to an Award Notice, and no such other person shall have any right or cause of action thereunder.

Section 18.     Unfunded Plan. This Plan is unfunded. Neither Chobani nor any of its affiliates shall segregate any assets in connection with or as a result of this Plan. The rights of a Participant to benefits under this Plan shall be solely those of a general, unsecured creditor of Chobani.

Section 19.     Governing Law and Construction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Plan or of any applicable Award Notice shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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EX-10.11

Exhibit 10.11

EXECUTION VERSION

Deal CUSIP Number: 17026YAA7

Revolving Facility CUSIP Number: 17026YAB5

Term Facility CUSIP Number: 17026YAC3

CREDIT AGREEMENT

Dated as of October 7, 2016

among

CHOBANI GLOBAL HOLDINGS, LLC,

as Holdings,

CHOBANI, LLC,

as the U.S. Opco Borrower,

CHOBANI IDAHO, LLC,

as the Idaho Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent, Issuing Bank and Swing Line Lender,

and

THE OTHER LENDERS PARTY HERETO

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

JPMORGAN CHASE BANK, N.A.,

KEYBANC CAPITAL MARKETS INC.

and

TD SECURITIES (USA) LLC,

as Joint Lead Arrangers and Joint Lead Bookrunners

Table of Contents

Page

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01	Defined Terms	1
SECTION 1.02	Other Interpretive Provisions	79
SECTION 1.03	Accounting Terms	80
SECTION 1.04	Rounding	80
SECTION 1.05	References to Agreements, Laws, etc.	80
SECTION 1.06	Times of Day and Timing of Payment and Performance	80
SECTION 1.07	Pro Forma and Other Calculations	80
SECTION 1.08	Available Amount Transaction	83
SECTION 1.09	Guaranties of Hedging Obligations	83
SECTION 1.10	Currency Generally	83
SECTION 1.11	Letters of Credit	83
SECTION 1.12	Designation of Lead Borrower	84

ARTICLE II

The Commitments and Borrowings

SECTION 2.01	The Loans	84
SECTION 2.02	Borrowings, Conversions and Continuations of Loans	84
SECTION 2.03	Letters of Credit	87
SECTION 2.04	Swing Line Loans	95
SECTION 2.05	Prepayments	98
SECTION 2.06	Termination or Reduction of Commitments	108
SECTION 2.07	Repayment of Loans	109
SECTION 2.08	Interest	110
SECTION 2.09	Fees	110
SECTION 2.10	Computation of Interest and Fees	110
SECTION 2.11	Evidence of Indebtedness	111
SECTION 2.12	Payments Generally	111
SECTION 2.13	Sharing of Payments	113
SECTION 2.14	Incremental Facilities	113
SECTION 2.15	Refinancing Amendments	118
SECTION 2.16	Extensions of Loans	120
SECTION 2.17	Defaulting Lenders	123
SECTION 2.18	Loan Repricing Protection	124

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ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01	Taxes	124
SECTION 3.02	Illegality	128
SECTION 3.03	Inability to Determine Rates	128
SECTION 3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans	129
SECTION 3.05	Funding Losses	129
SECTION 3.06	Matters Applicable to All Requests for Compensation	130
SECTION 3.07	Replacement of Lenders under Certain Circumstances	130
SECTION 3.08	Survival	132

ARTICLE IV

Conditions Precedent to Credit Extensions

SECTION 4.01	Conditions to Closing Date	132
SECTION 4.02	Conditions to Credit Extensions	134

ARTICLE V

Representations and Warranties

SECTION 5.01	Existence, Qualification and Power; Compliance with Laws	134
SECTION 5.02	Authorization; No Contravention	135
SECTION 5.03	Governmental Authorization	135
SECTION 5.04	Binding Effect	135
SECTION 5.05	Financial Statements; No Material Adverse Effect	136
SECTION 5.06	Litigation	136
SECTION 5.07	Labor Matters	136
SECTION 5.08	Ownership of Property; Liens	136
SECTION 5.09	Environmental Matters	137
SECTION 5.10	Taxes	137
SECTION 5.11	ERISA Compliance	137
SECTION 5.12	Subsidiaries	137
SECTION 5.13	Margin Regulations; Investment Company Act	138
SECTION 5.14	Disclosure	138
SECTION 5.15	Intellectual Property; Licenses, etc.	138
SECTION 5.16	Solvency	138
SECTION 5.17	USA PATRIOT Act; Sanctions; Anti-Corruption Laws	139
SECTION 5.18	Collateral Documents	139
SECTION 5.19	EEA Financial Institution	139

ARTICLE VI

Affirmative Covenants

SECTION 6.01	Financial Statements	139
SECTION 6.02	Certificates; Other Information	141
SECTION 6.03	Notices	142
SECTION 6.04	Payment of Obligations	143
SECTION 6.05	Preservation of Existence, etc.	143

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SECTION 6.06	Maintenance of Properties	143
SECTION 6.07	Maintenance of Insurance	143
SECTION 6.08	Compliance with Laws	143
SECTION 6.09	Books and Records	144
SECTION 6.10	Inspection Rights	144
SECTION 6.11	Covenant to Guarantee Obligations and Give Security	144
SECTION 6.12	Compliance with Environmental Laws	147
SECTION 6.13	Further Assurances and Post-Closing Covenant	147
SECTION 6.14	Use of Proceeds	147
SECTION 6.15	Maintenance of Ratings	147
ARTICLE VII
Negative Covenants
SECTION 7.01	Liens	147
SECTION 7.02	Indebtedness	148
SECTION 7.03	Fundamental Changes	156
SECTION 7.04	Asset Sales	159
SECTION 7.05	Restricted Payments	160
SECTION 7.06	Change in Nature of Business	168
SECTION 7.07	Transactions with Affiliates	168
SECTION 7.08	Burdensome Agreements	171
SECTION 7.09	Accounting Changes	174
SECTION 7.10	Modification of Terms of Certain Subordinated Indebtedness; Modification of Second Lien Credit Agreement	174
SECTION 7.11	Holdings	175
SECTION 7.12	Financial Covenant	175
SECTION 7.13	Sanctions and Anti-Corruption Use of Proceeds Restrictions	176
ARTICLE VIII
Events of Default and Remedies
SECTION 8.01	Events of Default	176
SECTION 8.02	Remedies upon Event of Default	178
SECTION 8.03	Application of Funds	179
SECTION 8.04	Right to Cure	179
ARTICLE IX
Administrative Agent and Other Agents
SECTION 9.01	Appointment and Authorization of the Administrative Agent	180
SECTION 9.02	Rights as a Lender	181
SECTION 9.03	Exculpatory Provisions	181
SECTION 9.04	Lack of Reliance on the Administrative Agent	182
SECTION 9.05	Certain Rights of the Administrative Agent	182
SECTION 9.06	Reliance by the Administrative Agent	183

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SECTION 9.07	Delegation of Duties	183
SECTION 9.08	Indemnification	183
SECTION 9.09	The Administrative Agent in Its Individual Capacity	184
SECTION 9.10	[Reserved]	184
SECTION 9.11	Resignation by the Administrative Agent	184
SECTION 9.12	Collateral Matters	185
SECTION 9.13	[Reserved]	186
SECTION 9.14	Administrative Agent May File Proofs of Claim	186
SECTION 9.15	Appointment of Supplemental Administrative Agents	187
SECTION 9.16	Intercreditor Agreements	187
SECTION 9.17	Secured Cash Management Agreements and Secured Hedge Agreements	188
SECTION 9.18	Withholding Tax	188
ARTICLE X
Miscellaneous
SECTION 10.01	Amendments, etc.	189
SECTION 10.02	Notices and Other Communications; Facsimile Copies	193
SECTION 10.03	No Waiver; Cumulative Remedies	194
SECTION 10.04	Costs and Expenses	195
SECTION 10.05	Indemnification by the Borrowers	195
SECTION 10.06	Marshaling; Payments Set Aside	196
SECTION 10.07	Successors and Assigns	196
SECTION 10.08	Resignation of Issuing Bank and Swing Line Lender	201
SECTION 10.09	Confidentiality	201
SECTION 10.10	Setoff	202
SECTION 10.11	Interest Rate Limitation	203
SECTION 10.12	Counterparts; Integration; Effectiveness	203
SECTION 10.13	Electronic Execution of Assignments and Certain Other Documents	203
SECTION 10.14	Survival of Representations and Warranties	203
SECTION 10.15	Severability	203
SECTION 10.16	GOVERNING LAW	204
SECTION 10.17	WAIVER OF RIGHT TO TRIAL BY JURY	204
SECTION 10.18	Binding Effect	204
SECTION 10.19	Lender Action	205
SECTION 10.20	Use of Name, Logo, etc.	205
SECTION 10.21	USA PATRIOT Act	205
SECTION 10.22	Service of Process	205
SECTION 10.23	No Advisory or Fiduciary Responsibility	205
SECTION 10.24	Release of Collateral and Guarantee Obligations; Subordination of Liens	206
SECTION 10.25	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	206

iv

SCHEDULES

1.01(1)	Closing Date Guarantors
1.01(2)	Mortgaged Properties
2.01	Commitments
2.03(8)	Existing Letters of Credit
4.01(1)(c)	Certain Collateral Documents
4.01(1)(e)	Local Counsel
5.12	Subsidiaries and Other Equity Investments
6.13(2)	Post-Closing Matters
7.01	Existing Liens
7.02	Existing Indebtedness
7.05	Existing Investments
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of

A-1	Committed Loan Notice
A-2	Swing Line Loan Notice
B-1	Term Loan Note
B-2	Revolving Note
B-3	Swing Line Note
C	Compliance Certificate
D	Assignment and Assumption
E	Guaranty
F	Security Agreement
G	[Reserved]
H-1 – 4	United States Tax Compliance Certificates
I	Solvency Certificate
J	Discount Range Prepayment Notice
K	Discount Range Prepayment Offer
L	Solicited Discounted Prepayment Notice
M	Acceptance and Prepayment Notice
N	Specified Discount Prepayment Notice
O	Solicited Discounted Prepayment Offer
P	Specified Discount Prepayment Response
Q	Intercompany Note
R-1	Letter of Credit Report
R-2	Swing Line Loan Report

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 7, 2016 by and among CHOBANI GLOBAL HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CHOBANI, LLC, a Delaware limited liability company (the “U.S. Opco Borrower”), CHOBANI IDAHO, LLC, an Idaho limited liability company (the “Idaho Borrower” and, together with the U.S. Opco Borrower, each, a “Borrower” and collectively, the “Borrowers”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) under the Loan Documents, as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, as an Issuing Bank and as a Swing Line Lender, and each other lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

PRELIMINARY STATEMENTS

The Borrowers have requested that the Lenders extend credit (a) on the Closing Date, to the U.S. Opco Borrower in the form of Closing Date Term Loans in an aggregate principal amount of $650.0 million and (b) during the period from the Closing Date until the Maturity Date, to the Borrowers in the form of Revolving Commitments in an aggregate principal amount of $150.0 million. The Lenders have indicated their willingness to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01 Defined Terms. As used in this Agreement (including the introductory paragraph hereof and the preliminary statements hereto), the following terms have the meanings set forth below:

“Acceptable Discount” has the meaning specified in Section 2.05(1)(e)(D)(2).

“Acceptable Prepayment Amount” has the meaning specified in Section 2.05(1)(e)(D)(3).

“Acceptance and Prepayment Notice” means a notice of the Lead Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit M.

“Acceptance Date” has the meaning specified in Section 2.05(1)(e)(D)(2).

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, amalgamating or consolidating 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 Incremental Starter Step-Up Date” has the meaning specified in the definition of “Incremental Starter Amount”.

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“Additional Lender” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Incremental Loan in accordance with Section 2.14, (b) Other Loans pursuant to a Refinancing Amendment in accordance with Section 2.15 or (c) Replacement Loans pursuant to Section 10.01; provided that each Additional Lender shall be subject to the approval of the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent that any such consent would be required from the Administrative Agent under Section 10.07(b)(iii)(B) for an assignment of Loans to such Additional Lender, and in the case of Incremental Revolving Commitments and Other Revolving Commitments, the Swing Line Lender and the Issuing Bank, such approval not to be unreasonably withheld, conditioned or delayed, in each case solely to the extent such consent would be required for any assignment to such Additional Lender under Section 10.07(b)(iii).

“Additional Project Documents” means any credit, loan or finance agreement and any other document, agreement or instrument relating to Additional Project Indebtedness.

“Additional Project Indebtedness” means NMTC loans incurred by the U.S. Opco Borrower at any time after the Closing Date.

“Additional Project Property” means any fixed assets which were acquired, renovated or improved with proceeds of Additional Project Indebtedness.

“Administrative Agent” has the meaning specified in the introductory paragraph to this Agreement.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Lead Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“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” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), 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.

“Affiliate Transaction” has the meaning specified in Section 7.07.

“Agent Parties” has the meaning specified in Section 10.02(4).

“Agent-Related Distress Event” means, with respect to the Administrative Agent or any other Person that directly or indirectly controls the Administrative Agent (each, a “Distressed Person”), (a) that such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or (c) such Distressed Person is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that an Agent-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in the Administrative Agent or any Person that directly or indirectly controls the Administrative Agent by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not result in or provide the Administrative Agent 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 the Administrative Agent (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent.

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“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents, attorneys-in-fact, partners, trustees and advisors of such Persons and of such Persons’ Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Aggregate Revolving Loan Commitments” means the aggregate Revolving Commitments of all the Revolving Lenders, as such amount may be adjusted from time to time in accordance with this Agreement. The amount of the Aggregate Revolving Loan Commitments as of the Closing Date is $150.0 million.

“Agreement” means this Credit Agreement, as amended, restated, amended and restated, modified or supplemented from time to time in accordance with the terms hereof.

“AHYDO Payment” means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such Indebtedness not to be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the Code.

“All-In Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a Eurodollar Rate floor or Base Rate floor (with such increased amount being determined in the manner described in the final proviso of this definition), or otherwise, in each case, incurred or payable by any Borrower ratably to all lenders of such Indebtedness; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that “All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, success fees, advisory fees, ticking fees, consent or amendment fees and any other fees not generally paid ratably to all lenders of such Indebtedness; provided further that, with respect to any Loans of an applicable Class that includes a Eurodollar Rate floor or Base Rate floor, (a) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to the Applicable Rate for such Loans of such Class for the purpose of calculating the All-In Yield and (b) to the extent that the Reference Rate on the date that the All-In Yield is being calculated is greater than such floor, then the floor shall be disregarded in calculating the All-In Yield.

“Amendment Compensation” has the meaning specified in Section 7.10(b).

“Amendment Increase” has the meaning specified in Section 7.10(b).

“Amendment Payment” has the meaning specified in Section 7.10(b).

“Annual Financial Statements” means the audited consolidated balance sheets and related audited consolidated statements of comprehensive income (loss) and cash flows of Holdings and its Subsidiaries for the fiscal years ended on or about December 31, 2013, on or about December 31, 2014 and on or about December 31, 2015.

“Applicable Discount” has the meaning specified in Section 2.05(1)(e)(C)(2).

“Applicable Percentage” means, in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitments at such time, subject to adjustment as provided in Section 2.17. If the commitment of each Revolving Lender to make Revolving Loans and the obligation of the Issuing Banks to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Commitments have otherwise expired in full, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments.

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“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Closing Date Term Loans, (i) 4.25% for Eurodollar Rate Loans and (ii) 3.25% for Base Rate Loans.

(b) with respect to Revolving Loans and unused Revolving Commitments under the Closing Date Revolving Facility and Letter of Credit fees (i) until delivery of financial statements for the first full fiscal quarter ending after the Closing Date pursuant to Section 6.01, (A) 3.75% for Eurodollar Rate Loans and Letter of Credit fees, (B) 2.75% for Base Rate Loans and (C) 0.50% for the Commitment Fee Rate for unused Revolving Commitments and (ii) thereafter, the following percentages per annum, based upon the First Lien Net Leverage Ratio as specified in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(1):

Pricing Level	First Lien Net Leverage Ratio	Eurodollar Rate and Letter of Credit Fees	Base Rate	Commitment Fee Rate
1	> 3.25:1.00	3.75%	2.75%	0.50%
2	< 3.25:1.00 and > 2.75:1.00	3.50%	2.50%	0.50%
3	< 2.75:1.00	3.25%	2.25%	0.375%

Any increase or decrease in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date on which the applicable Compliance Certificate is delivered pursuant to Section 6.02(1); provided that, “Pricing Level 1” (as set forth above) shall apply as of (x) the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in accordance with this definition shall apply) or (y) the first Business Day after an Event of Default under Section 8.01(1) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the pricing level otherwise determined in accordance with this definition shall apply).

“Applicable Tax Rate” means the highest combined effective U.S. federal, state, and local marginal rate of tax on income taxed as ordinary income or long-term capital gains, as the case may be, (taking into account any limitations on, or the availability of, deductions) applicable to an individual resident in New York, New York for such Tax Distribution Period.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant Issuing Banks and (ii) the relevant Revolving Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04, the Revolving Lenders.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Arrangers” means MLPFS, JPMorgan, KeyBanc Capital Markets Inc. and TD Securities (USA) LLC, each in its capacity as a joint lead arranger under this Agreement.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions of property or assets of Holdings, any Borrower or any Restricted Subsidiary (each referred to in this definition as a “disposition”); or

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(2) the issuance or sale of Equity Interests (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 7.02 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable Law) of any Borrower or any Restricted Subsidiary (other than to Holdings, any Borrower or any Restricted Subsidiary), whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of:

(i) Cash Equivalents or Investment Grade Securities,

(ii) obsolete, damaged or worn out property or assets in the ordinary course of business or any disposition of inventory or goods (or other assets, including dairy products) held for sale or no longer used or useful in the ordinary course,

(iii) assets no longer economically practicable or commercially reasonable to maintain (as determined in good faith by the management of the Lead Borrower),

(iv) improvements made to leased real property to landlords pursuant to customary terms of leases entered into in the ordinary course of business and

(v) assets for purposes of charitable contributions or similar gifts to the extent such assets are not material to the ability of the Borrowers and the Restricted Subsidiaries, taken as a whole, to conduct their business in the ordinary course;

(b) any disposition of all or substantially all of the assets of a Borrower in a manner permitted pursuant to Section 7.03, other than clauses (6) or (7) thereof;

(c) any disposition in connection with the making of any Restricted Payment that is permitted to be made, and is made, under Section 7.05, any Permitted Investment or any acquisition otherwise permitted under this Agreement;

(d) [reserved];

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to a Borrower or by a Borrower or a Restricted Subsidiary to a Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) (i) any lease, assignment or sublease, license or sublicense of any real or personal property in the ordinary course of business and (ii) any exercise of termination rights with respect to any lease, sublease, license or sublicense or other agreement;

(h) any issuance, disposition or sale of Equity Interests in, or Indebtedness, assets or other securities of, an Unrestricted Subsidiary;

(i) any foreclosure, condemnation, expropriation, eminent domain or any similar action (including for the avoidance of doubt, any Casualty Event) with respect to assets;

(j) any sale of accounts receivable, or participation therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business or in bankruptcy or similar proceedings;

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(k) any financing transaction with respect to property built or acquired by a Borrower or any Restricted Subsidiary after the Closing Date, including asset securitizations permitted hereunder;

(l) any sale, lease, assignment, license, sublease or discount of inventory, equipment, accounts receivable, notes receivable or other current assets in the ordinary course of business or the conversion of accounts receivable to notes receivable or other dispositions of accounts receivable in connection with the collection thereof;

(m) any licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business;

(n) any surrender or waiver of contract rights or the settlement, release or surrender of contract rights or other litigation claims in the ordinary course of business;

(o) any unwinding of any Hedging Obligations;

(p) any sale, transfer and other disposition of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements;

(q) any lapse or abandonment of intellectual property rights in the ordinary course of business, which in the reasonable good faith determination of the Lead Borrower, is not material to the conduct of the business of the Lead Borrower and the Restricted Subsidiaries, taken as a whole;

(r) any grant of a Lien that is permitted under Section 7.01;

(s) any issuance of directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required by applicable Law;

(t) any disposition of any assets (including Equity Interests) (i) acquired in a transaction permitted hereunder, which assets are not used or useful in the principal business of the Lead Borrower and the Restricted Subsidiaries or (ii) made in connection with the approval of any applicable antitrust authority necessary or advisable, in the good faith determination of the Lead Borrower, to consummate any acquisition permitted hereunder;

(u) any disposition of property to the extent that such property is exchanged for credit against the purchase price of similar replacement property;

(v) any disposition or sale of assets made in connection with Tax increment financings;

(w) any permitted Asset Swap; and

(x) the sales of property or assets for an aggregate fair market value since the date of this Agreement not to exceed $30.0 million.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D or any other form approved by the Administrative Agent.

“Attorney Costs” means all reasonable fees, expenses and disbursements of any law firm or other external legal counsel, to the extent documented in reasonable detail and invoiced.

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“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor engaged by the Lead Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to Section 2.05(1)(e); provided that the Lead Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided further that no Borrower nor any of its respective Affiliates may act as the Auction Agent.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(2)(c).

“Available Incremental Amount” has the meaning specified in Section 2.14(4)(c).

“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.

“Bankruptcy Code” has the meaning specified in Section 8.02.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (c) the Eurodollar Rate on such day for an Interest Period of one (1) month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day). The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

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

“Basket” means any amount, threshold or other value permitted or prescribed with respect to any Lien, Indebtedness, Asset Sale, Investment, Restricted Payment, transaction value, judgment or other amount under any provision in Articles V, VI, VII or VIII and the definitions related thereto.

“Big Boy Letter” means a letter from a Lender acknowledging that (1) an assignee may have information regarding Holdings, the Borrowers and their respective Subsidiaries, their ability to perform the Obligations or any other material information that has not previously been disclosed to the Administrative Agent and the Lenders (“Excluded Information”), (2) the Excluded Information may not be available to such Lender, (3) such Lender has independently and without reliance on any other party made its own analysis and determined to assign Term Loans to such assignee pursuant to Section 10.07(h) notwithstanding its lack of knowledge of the Excluded Information and (4) such Lender waives and releases any claims it may have against the Administrative Agent, such assignee, Holdings, the Borrowers and their respective Subsidiaries with respect to the nondisclosure of the Excluded Information; or otherwise in form and substance reasonably satisfactory to such assignee, the Administrative Agent and assigning Lender.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Lead Borrower.

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“Borrower” has the meaning specified in the introductory paragraph to this Agreement.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrower Offer of Specified Discount Prepayment” means any offer by any Borrower Party to make a voluntary prepayment of Loans at a specified discount to par pursuant to Section 2.05(1)(e)(B).

“Borrower Parties” means, collectively, Holdings, each Borrower and each Subsidiary of a Borrower, and “Borrower Party” means any of them.

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Loans at a specified range of discounts to par pursuant to Section 2.05(1)(e)(C).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Loans at a discount to par pursuant to Section 2.05(1)(e)(D).

“Borrowing” means a borrowing consisting of Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Rate Loans, having the same Interest Period.

“Broker-Dealer Regulated Subsidiary” means any Subsidiary of the Loan Parties that is registered as a broker-dealer under the Exchange Act or any other applicable Laws requiring such registration.

“Business Day” means any day that is not a Legal Holiday and, with respect to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, any day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

“Canadian Dollars” means the lawful currency of Canada.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Lease Obligations) by Holdings, the Borrowers and the other Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of Holdings, the Borrowers and the Restricted Subsidiaries.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

(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 or membership interests (whether general or limited); 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 or exchangeable for Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

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“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with GAAP on the Closing Date (whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as Capitalized Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the Closing Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

“Captive Insurance Subsidiary” means any Subsidiary of a Loan Party that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Collateral” has the meaning specified in the definition of “Cash Collateralize”.

“Cash Collateral Account” means an account held at, and subject to the sole dominion and control of, the Collateral Agent.

“Cash Collateralize” means, in respect of an Obligation, to provide and pledge cash or Cash Equivalents in Dollars as collateral, at a location and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent or the relevant Issuing Bank, as applicable, with respect to such Obligation (and “Cash Collateralization” has a corresponding meaning). “Cash Collateral” has a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Equivalents” means:

(1) Dollars;

(2) in the case of any Foreign Subsidiary or any jurisdiction in which any Borrower or any Restricted Subsidiary conducts business, such local currencies held by it from time to time in the ordinary course of business;

(3) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 36 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of three years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding three years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) above or clauses (7) and (8) below entered into with any financial institution or recognized securities dealer meeting the qualifications specified in clause (4) above;

(6) commercial paper and variable or fixed rate notes rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Lead Borrower) and in each case maturing within 36 months after the date of acquisition thereof;

(7) marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Lead Borrower);

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(8) securities issued or directly and fully and unconditionally guaranteed by any state, commonwealth or territory of the United States or any political subdivision or taxing authority of any such state, commonwealth or territory or any public instrumentality thereof having maturities of not more than 36 months from the date of acquisition thereof;

(9) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Lead Borrower) with maturities of 36 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Lead Borrower) with maturities of 36 months or less from the date of acquisition;

(11) Investments with average maturities of 36 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P is rating such obligations, an equivalent rating from another Rating Agency selected by the Lead Borrower);

(12) investment funds investing substantially all of their assets in securities of the types described in clauses (1) through (11) above; and

(13) solely with respect to any Captive Insurance Subsidiary, any investment that the Captive Insurance Subsidiary is not prohibited to make in accordance with applicable Law.

In the case of Investments by any Foreign Subsidiary or Investments made in a country outside the United States of America, Cash Equivalents will also include (i) investments of the type and maturity described in clauses (1) through (13) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (1) through (13) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts, except amounts used to pay non-Dollar denominated obligations of any Borrower or any Restricted Subsidiary in the ordinary course of business, are converted into any currency listed in clause (1) or (2) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“Cash Management Agreement” means any agreement entered into from time to time by Holdings, any Borrower or any Restricted Subsidiary in connection with cash management services for collections, other Cash Management Services and for operating, payroll and trust accounts of such Person, including automatic clearinghouse services, controlled disbursement services, electronic funds transfer services, information reporting services, lockbox services, stop payment services and wire transfer services.

“Cash Management Bank” means (a) with respect to any Cash Management Agreement existing on the Closing Date, any Person that is an Agent, a Lender or an Affiliate of an Agent or Lender on the Closing Date or (b) with respect to any other Cash Management Agreements, any Person that was an Agent, Lender or Affiliate of an Agent or Lender at the time it entered into such Cash Management Agreement, in each case whether or not such Person subsequently ceases to be an Agent, a Lender or an Affiliate of an Agent or Lender.

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“Cash Management Obligations” means obligations owed by Holdings, any Borrower or any Restricted Subsidiary to any Cash Management Bank in connection with, or in respect of, any Cash Management Services.

“Cash Management Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automatic clearinghouse fund transfer services, return items and interstate depository network services), (c) foreign exchange, netting and currency management services and (d) any other demand deposit or operating account relationships or other cash management services, including under any Cash Management Agreements.

“Casualty Event” means any event that gives rise to the receipt by Holdings, any Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957(a) of the Code and any subsidiary thereof.

“CFC Holdco” means a Domestic Subsidiary substantially all of whose assets consists (directly or indirectly through one or more disregarded entities) of the Equity Interests or indebtedness of one or more Subsidiaries that are CFCs.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption of any law, rule, regulation or treaty (excluding the taking effect after the Closing Date of a law, rule, regulation or treaty adopted prior to the Closing Date), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203, H.R. 4173), all Laws relating thereto and all interpretations and applications thereof and (ii) 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, for the purpose of this Agreement, be deemed to be adopted subsequent to the Closing Date.

“Change of Control” means the occurrence of any of the following after the Closing Date:

(1) at any time prior to the consummation of the first public offering of Holdings’ common equity or the common equity of any Parent Company after the Closing Date, the Permitted Holders ceasing to beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), in the aggregate, directly or indirectly, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings; or

(2) at any time following the consummation of the first public offering of Holdings’ common equity or the common equity of any Parent Company after the Closing Date, (a) any Person (other than a Permitted Holder) or (b) Persons (other than one or more Permitted Holders) constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), becoming the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of Equity Interests of Holdings or any Parent Company representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings or such Parent Company, as applicable, and the percentage of aggregate ordinary voting power so held by such Person or Persons is greater than the percentage of the aggregate ordinary voting power represented by the Equity Interests of Holdings or such Parent Company, as applicable, beneficially owned, directly or indirectly, in the aggregate, by the Permitted Holders;

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(3) any “Change of Control” (or any comparable term) in any document pertaining to (i) the Second Lien Facility, (ii) any Subordinated Indebtedness, (iii) any Permitted Incremental Equivalent Debt, (iv) any Credit Agreement Refinancing Indebtedness or (v) any Indebtedness incurred pursuant to Section 7.02(a) or Section 7.02(b)(14), in each case or any Refinancing Indebtedness in respect thereof, and in each case with an aggregate outstanding principal amount in excess of the Threshold Amount; or

(4) any Borrower ceases to be directly or indirectly wholly owned by Holdings or any Parent Company;

unless, in the case of clause (1) or (2) above, the Permitted Holders have, at such time, directly or indirectly, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors.

“Claims” has the meaning assigned to such term in the definition of “Environmental Claim”.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders have Loans or Commitments with respect to a particular Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Closing Date Term Loan Commitments, Revolving Commitments, Incremental Revolving Commitments, Other Revolving Commitments, Incremental Term Commitments, Commitments in respect of any Class of Replacement Loans, Extended Revolving Commitments of a given Extension Series or Other Term Loan Commitments of a given Class of Other Loans, in each case not designated part of another existing Class and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Closing Date Term Loans, Revolving Loans under the Closing Date Revolving Facility, Incremental Term Loans, Incremental Revolving Loans, Other Revolving Loans, Replacement Loans, Extended Term Loans, Loans made pursuant to Extended Revolving Commitments, or Other Term Loans, in each case not designated part of another existing Class. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes. Commitments (and, in each case, the Loans made pursuant to such Commitments) that have identical terms and conditions shall be construed to be in the same Class.

“Closing Date” means the first date on which all the conditions precedent in Section 4.01 and 4.02 are satisfied or waived in accordance with Section 10.01, and the Closing Date Term Loans are made to the Borrowers pursuant to Section 2.01(1), which date was October 7, 2016.

“Closing Date Loans” means the Closing Date Term Loans and any Closing Date Revolving Borrowing.

“Closing Date Refinancing” means the repayment of (a) all Indebtedness outstanding under the Existing First Lien Credit Agreement and (b) not less than $284.0 million aggregate principal amount of Indebtedness outstanding under the Second Lien Credit Agreement.

“Closing Date Revolving Borrowing” means one or more Borrowings of Revolving Loans on the Closing Date pursuant to Section 2.01(2) in accordance with the requirements specified or referred to in Section 6.14; provided that, without limitation, Letters of Credit may be issued on the Closing Date to backstop or replace letters of credit outstanding on the Closing Date (including deemed issuances of Letters of Credit under this Agreement resulting from an existing issuer of letters of credit outstanding on the Closing Date agreeing to become an Issuing Bank under this Agreement).

“Closing Date Revolving Facility” means the Revolving Facility made available by the Revolving Lenders as of the Closing Date.

“Closing Date Term Loan Commitment” means, as to each Term Lender, its obligation to make a Closing Date Term Loan to the U.S. Opco Borrower in an aggregate amount not to exceed the amount specified opposite such Lender’s name under on Schedule 2.01 under the caption “Closing Date Term Loan Commitment” or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including pursuant to Section 2.14, 2.15 or 2.16). The initial aggregate amount of the Closing Date Term Loan Commitments is $650.0 million.

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“Closing Date Term Loans” means the Term Loans made by the Term Lenders on the Closing Date to the U.S. Opco Borrower pursuant to Section 2.01(1).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means all the “Collateral” (or equivalent term) as defined in any Collateral Document and the Mortgaged Properties, if any.

“Collateral Agent” has the meaning specified in the introductory paragraph to this Agreement.

“Collateral and Guarantee Requirement” means, at any time, the requirement that:

(1) the Collateral Agent shall have received each Collateral Document required to be delivered (a) on the Closing Date pursuant to Section 4.01(1)(c) or (b) pursuant to Section 6.11 or 6.13 at such time required by such Sections to be delivered, in each case, duly executed by each Loan Party that is party thereto;

(2) all Obligations shall have been unconditionally guaranteed by (a) Holdings (or any successor thereto) and each Borrower (other than in respect of its own Obligations), (b) each Material Subsidiary (other than any Excluded Subsidiary), which as of the Closing Date shall include those that are listed on Schedule 1.01(1) hereto, and (c) any Restricted Subsidiary that Guarantees (or is the borrower or issuer in respect of) (i) the Second Lien Facility or any Refinancing Indebtedness in respect thereof (prior to a Second Lien Discharge Event); (ii) any Subordinated Indebtedness, (iii) any Permitted Incremental Equivalent Debt or (iv) any Credit Agreement Refinancing Indebtedness (the Persons in the preceding clauses (a) through (c) collectively, the “Guarantors”);

(3) except to the extent otherwise provided hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured by a perfected security interest, subject only to Liens permitted by Section 7.01, in

(a) all the Equity Interests of each Borrower,

(b) all Equity Interests of each Material Domestic Subsidiary (other than any CFC Holdco, any Disregarded Entity or any Material Domestic Subsidiary owned by a CFC) that is directly owned by any Loan Party and

(c) 65% of the issued and outstanding Equity Interests that are Voting Stock, and 65% of the issued and outstanding Equity Interests that are not Voting Stock, of each class of each (i) wholly owned Material Domestic Subsidiary that is (A) a CFC Holdco or a Disregarded Entity and (B) directly owned by any Loan Party and (ii) wholly owned Material Foreign Subsidiary that is directly owned by any Loan Party;

(4) except to the extent otherwise provided hereunder or under any Collateral Document, including subject to Liens permitted by Section 7.01, and in each case subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents, the Obligations and the Guaranty shall have been secured by a perfected security interest in substantially all tangible and intangible personal property of Holdings, each Borrower and each Guarantor (including accounts (other than Securitization Assets), inventory, equipment, investment property, contract rights, applications and registrations of intellectual property filed in the United States, other general intangibles, and proceeds of the foregoing (in each case, other than Excluded Assets)), in each case,

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(a) that has been perfected (to the extent such security interest may be perfected) by

(i) delivering certificated securities and instruments, in which a security interest can be perfected by physical control, in each case to the extent required hereunder or the Security Agreement;

(ii) filing financing statements under the Uniform Commercial Code of any applicable jurisdiction,

(iii) making any necessary filings with the United States Patent and Trademark Office or United States Copyright Office or

(iv) filings in the applicable real estate records with respect to Mortgaged Properties (or any fixtures related to Mortgaged Properties) to the extent required by the Collateral Documents) and

(b) with the priority required by the Collateral Documents; provided that any such security interests in the Collateral shall be subject to the terms of the Intercreditor Agreements to the extent applicable; and

(5) the Collateral Agent shall have received counterparts of a Mortgage, together with the other deliverables described in Section 6.11(2)(b), with respect to each Material Real Property listed on Schedule 1.01(2) (to the extent required to be delivered pursuant to Section 6.13) or otherwise required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”), duly executed and delivered by the record owner of such property within the time periods set forth in said Sections; provided that to the extent any Mortgaged Property is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, (a) the relevant Mortgage shall not secure an amount in excess of the fair market value of the Mortgaged Property subject thereto and (b) subject to the approval of the Collateral Agent in its reasonable discretion, the relevant Mortgage shall not secure the Indebtedness in respect of Letters of Credit or the Revolving Facility to the extent those jurisdictions impose such aforementioned taxes on paydowns or re-advances applicable to such Indebtedness unless it is feasible to limit recovery to a capped amount that would not be subject to re-borrowing.

The foregoing definition shall not require, and the Loan Documents shall not contain any requirements as to, the creation, perfection or maintenance of pledges of, or security interests in, Mortgages on, or the obtaining of Mortgage Policies, surveys, abstracts or appraisals or taking other actions with respect to, any Excluded Assets.

The Collateral Agent may grant extensions of time for the creation, perfection or maintenance of security interests in, or the execution or delivery of any Mortgage and the obtaining of title insurance, surveys or Opinions of Counsel with respect to, particular assets (including extensions beyond the Closing Date for the creation, perfection or maintenance of security interests in the assets of the Loan Parties on such date) if it reasonably determines, in consultation with the Lead Borrower, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

No actions required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect or make enforceable such security interests in any assets (including any intellectual property registered or applied for in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction). No perfection through control agreements or perfection by “control” shall be required with respect to any assets (other than in respect any promissory note in excess of $5.0 million, Indebtedness of any Restricted Subsidiary that is not a Guarantor that is owing to any Loan Party (which shall be evidenced by the Intercompany Note and pledged to the Collateral Agent) and certificated Equity Interests of the wholly owned Material Subsidiaries otherwise required to be pledged pursuant to the Collateral Documents to the extent required under clause (3) above). There shall be no (x) Guaranties governed under the laws of any non-U.S. jurisdiction, (y) requirement to obtain any landlord waivers, estoppels or collateral access letters or (z) requirement to perfect a security interest in any letter of credit rights, other than by the filing of a UCC financing statement.

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“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages (if any), each of the collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, Collateral Agent or the Lenders pursuant to Sections 4.01(1)(c), 6.11 or 6.13 and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Revolving Commitment, Incremental Revolving Commitment, Closing Date Term Loan Commitment, Incremental Term Commitment, Other Revolving Commitment, Other Term Loan Commitment, Extended Revolving Commitment of a given Extension Series, or any commitment in respect of Replacement Loans, as the context may require.

“Commitment Fee Rate” means a percentage per annum equal to the Applicable Rate set forth in the “Commitment Fee Rate” column of the chart in the definition of “Applicable Rate”.

“Committed Loan Notice” means a notice of (1) a Borrowing with respect to a given Class of Loans, (2) a conversion of Loans of a given Class from one Type to the other or (3) a continuation of Eurodollar Rate Loans of a given Class, pursuant to Section 2.02(1), which, if in writing, shall be substantially in the form of Exhibit A-1, or such other form as may be approved by the Administrative Agent and the Lead Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and the Lead Borrower), appropriately completed and signed by a Responsible Officer of the Lead Borrower.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time and any successor statute.

“Compensation Period” has the meaning specified in Section 2.12(3)(b).

“Compliance Certificate” means a certificate substantially in the form of Exhibit C and which certificate shall in any event be a certificate of a Financial Officer of the Lead Borrower:

(1) certifying as to whether a Default has occurred and is continuing and, if applicable, specifying the details thereof and any action taken or proposed to be taken with respect thereto (in each case, other than any Default with respect to which the Administrative Agent has otherwise obtained notice in accordance with Section 6.03(1)),

(2) in the case of financial statements delivered under Section 6.01(1), setting forth reasonably detailed calculations of (i) Excess Cash Flow for each fiscal year commencing with the financial statements for the fiscal year ending December 30, 2017 and (ii) the Net Proceeds received during the applicable period (after the Closing Date in the case of the fiscal year ending December 31, 2016) by or on behalf of Holdings, any Borrower or any Restricted Subsidiary in respect of any Asset Sale or Casualty Event subject to prepayment pursuant to Section 2.05(2)(b)(i) and the portion of such Net Proceeds that has been invested or is intended to be reinvested in accordance with Section 2.05(2)(b)(ii),

(3) commencing with the certificate delivered pursuant to Section 6.02(1) for the first full fiscal quarter ending after the Closing Date setting forth a calculation of the First Lien Net Leverage Ratio as of the last day of the most recent Test Period.

“Consolidated Current Assets” means, as at any date of determination, the total assets of Holdings, the Borrowers and the other Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees, derivative financial instruments and any assets in respect of Hedge Agreements, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition.

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“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of Holdings, the Borrowers and the other Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (A) the current portion of any Funded Debt, (B) the current portion of interest, (C) accruals for current or deferred taxes based on income or profits, (D) accruals of any costs or expenses related to restructuring reserves or severance, (E) Revolving Loans, Swing Line Loans and L/C Obligations under this Agreement or any other revolving loans, swingline loans and letter of credit obligations under any other revolving credit facility, (F) the current portion of any Capitalized Lease Obligation, (G) liabilities in respect of unpaid earnouts, (H) the current portion of any other long-term liabilities, (I) accrued litigation settlement costs and (J) any liabilities in respect of Hedge Agreements, and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries, including the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by the following, in each case (other than clauses (h), (l) and (m)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(a) total interest expense and, to the extent not reflected in such total interest expense, any losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such Hedging Obligations or such derivative instruments; plus

(b) provision for taxes based on income, profits, revenue or capital, including federal, foreign and state income, franchise, excise, value added and similar taxes, property taxes and similar taxes, and foreign withholding taxes paid or accrued during such period (including any future taxes or other levies that replace or are intended to be in lieu of taxes, and any penalties and interest related to taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to the definition of “Consolidated Net Income”, and any payments to a Parent Company in respect of such taxes permitted to be made hereunder; plus

(c) Consolidated Depreciation and Amortization Expense for such period; plus

(d) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (i) the Lead Borrower may determine not to add back such non-cash charge in the current period and (ii) to the extent the Lead Borrower does decide to add back such non-cash charge, the cash payment in respect thereof, with the exception of any cash payments related to the settlement of deferred compensation balances awarded prior to the Closing Date, in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(e) minority interest expense, the amount of any non-controlling interest consisting of income attributable to non-controlling interests of third parties in any non-wholly-owned Restricted Subsidiary, excluding cash distributions in respect thereof, and the amount of any reductions in arriving at Consolidated Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

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(f) the amount of payments made to optionholders of such Person or any Parent Company in connection with, or as a result of, any distribution being made to equityholders of such Person or its Parent Companies, which payments are being made to compensate such optionholders as though they were equityholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted hereunder; plus

(g) the amount of loss or discount on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus

(h) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any prior period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(i) any costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

(j) any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of FASB Accounting Standards Codification Topic 715—Compensation—Retirement Benefits, and any other items of a similar nature, plus

(k) accruals, payments, fees, costs, charges and expenses with respect to any transaction not prohibited by this Agreement, including, without limitation, permitted Asset Sale, acquisitions, Investments, issuance of Equity Interests (including any initial public offering of the common equity of Holdings or any Parent Company) or Indebtedness and refinancings, amendments or waivers in respect of this Agreement or the Second Lien Facility (and any refinancing thereof), in each case whether or not consummated; plus

(l) the amount of “run rate” cost savings, synergies and operating expense reductions related to mergers and other business combinations, acquisitions, divestitures, dispositions or other specified transactions, restructurings, cost savings initiatives or other initiatives (including, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) that are projected by the Lead Borrower in good faith to result from actions either taken or with respect to which substantial steps have been taken or are expected to be taken (in the good-faith determination of the Lead Borrower) within eighteen (18) months after such merger or other business combination, acquisition, divestiture, disposition or other specified transaction, restructuring, cost savings initiative or other initiative is consummated (or undertaken or implemented prior to consummation of the acquisition or other applicable transaction) (which cost savings, synergies or operating expense reductions shall be calculated on a pro forma basis as though such cost savings, synergies or operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized from such actions during such period (it being understood and agreed that “run rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken or are expected to be taken) (which adjustments may be incremental to (but not duplicative of) pro forma cost savings, synergies or operating expense reduction adjustments made pursuant to Section 1.07); provided that such cost savings, synergies and operating expenses are reasonably identifiable and factually supportable; provided, further, that the aggregate amount added back pursuant to this clause (l) and pursuant to clause (s) below for any period, together with any amounts added back pursuant to Section 1.07(3) for such period, shall not exceed 20% of Consolidated EBITDA for such period (before giving effect to such adjustments); plus

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(m) the amount of any charge that is reimbursable by any third party pursuant to indemnification or expense reimbursement provisions or similar agreements or insurance, in each case (i) to the extent actually reimbursed or (ii) at the Lead Borrower’s option, at the time such charge is taken, so long as the Lead Borrower in good faith expects to receive reimbursement for such fees and/or charges within the next four fiscal quarters (it being understood that to the extent not actually received within such fiscal quarters, to the extent previously added back to Consolidated Net Income in determining Consolidated EBITDA for a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated EBITDA for such period); plus

(n) any payments in the nature of compensation or expense reimbursement made to independent board members; plus

(o) any charge attributable to the undertaking and/or implementation of restructurings (including any tax restructurings), cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies (including, without limitation, in connection with any integration or transition, any curtailment, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility opening and/or pre-opening, any facility realignment, any inventory optimization program and/or any curtailment), any business optimization charge, any charge relating to the closure or consolidation of any facility (including but not limited to severance, rent termination costs, moving costs and legal costs), losses associated with discontinued products, any systems implementation charge, any charge relating to sign-up bonuses or other payments, any charge relating to severance payments, any charge relating to any strategic initiative, any consulting charge, any signing charge, any recruiting charge, any retention or completion bonus, any expansion and/or relocation charge; plus

(p) charges attributable to, and payments of, legal settlements, fines, judgments or orders and related legal costs and expenses; plus

(q) earnout obligation expense incurred in connection with any acquisition or other Investment (including any acquisition or other investment consummated prior to the Closing Date) to the extent paid or payable during the applicable period; plus

(r) to the extent not otherwise included in Consolidated Net Income, proceeds of business interruption insurance in an amount representing the earnings for the applicable period that such proceeds are intended to replace, (i) to the extent actually received or, (ii) at the Lead Borrower’s option, during such applicable period, so long as the Lead Borrower in good faith expects to receive such proceeds within the next four fiscal quarters (it being understood that to the extent not actually received within such four fiscal quarters, to the extent previously added back to Consolidated Net Income in determining Consolidated EBITDA for a prior fiscal quarter such reimbursement amounts shall be deducted in calculating Consolidated EBITDA for such period)); plus

(s) any losses relating to entry into a new product category incurred during the first 9 months after such product category is introduced to the market; provided that the aggregate amount added back pursuant to this clause (s) for any period shall not exceed 10% of Consolidated EBITDA for such period (before giving effect to such adjustments); plus

(t) any loss from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of); plus

(u) other add-backs and adjustments reflected in the Model; plus

(v) all charges from disposed, abandoned, divested and/or discontinued assets, properties or operations and/or discontinued operations (other than, at the option of the Lead Borrower, assets or properties pending the divestiture or termination thereof); plus

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(w) effects of adjustments related to purchase accounting; and

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains for such period (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated Net Income or Consolidated EBITDA in any prior period other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition),

(b) the amount of any non-controlling interest consisting of loss attributable to non-controlling interests of third parties in any non-wholly owned Restricted Subsidiary added to (and not deducted from) Consolidated Net Income in such period, and

(c) any net income from discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of).

For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.07.

“Consolidated First Lien Secured Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments”, the aggregate principal amount of Indebtedness of Holdings, the Borrowers and the other Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and Purchase Money Obligations, in each case secured by a first-priority lien; provided that Consolidated First Lien Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (a) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (b) Hedging Obligations. The 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 Dollar-equivalent principal amount of such Indebtedness. For the avoidance of doubt, Consolidated First Lien Secured Debt shall not include any obligations under Project Indebtedness or Additional Project Indebtedness.

“Consolidated Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding (and excluding the effect of), without duplication,

(1) extraordinary, non-recurring or unusual gains, losses, fees, costs, charges or expenses (including relating to any strategic initiatives and accruals and reserves in connection with such gains, losses, charges or expenses);

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;

(3) Transaction Expenses;

(4) any gain (loss) on asset sales, disposals or abandonments (other than asset sales, disposals or abandonments in the ordinary course of business);

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(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary or of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that the Consolidated Net Income of a Person will be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such period;

(6) the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) to the extent that the declaration or payment of dividends or distributions by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, 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 distributions has been legally waived (or the Lead Borrower reasonably believes such restriction could be waived and is using commercially reasonable efforts to pursue such waiver); provided that Consolidated Net Income of a Person will be increased by the amount of dividends or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents), or the amount that could have been paid in cash or Cash Equivalents without violating any such restriction or requiring any such approval, to such Person or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) related to the application of recapitalization accounting (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items);

(8) income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments;

(9) any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

(10) (a) any equity based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration or payout of, Equity Interests by management of such Person or of a Restricted Subsidiary or any Parent Company, (b) non-cash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees, and (c) any income (loss) attributable to deferred compensation plans or trusts;

(11) accruals and reserves that are established or adjusted in connection with an Investment or an acquisition that are required to be established or adjusted as a result of such Investment or such acquisition, in each case in accordance with GAAP;

(12) any expenses, charges or losses to the extent covered by insurance that are, directly or indirectly, reimbursed or reimbursable by a third party, and any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement;

(13) any non-cash gain (loss) attributable to the mark to market movement in the valuation of Hedging Obligations or other derivative instruments pursuant to FASB Accounting Standards Codification Topic 815—Derivatives and Hedging or mark to market movement of other financial instruments pursuant to FASB Accounting Standards Codification Topic 825—Financial Instruments;

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(14) any net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (a) Hedging Obligations for currency exchange risk and (b) resulting from intercompany indebtedness) and any other foreign currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;

(15) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation;

(16) any non-cash rent expense;

(17) any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures; and

(18) earnout and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments.

Notwithstanding the foregoing, for the purpose of Section 7.05(a) (other than clause (3)(d) of Section 7.05(a)), there will be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by such Person and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from such Person and its Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by such Person or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any dividend or distribution from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 7.05(a).

“Consolidated Secured Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments”, the aggregate principal amount of Indebtedness of Holdings, the Borrowers and the other Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and Purchase Money Obligations, in each case secured by a lien; provided that Consolidated Secured Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (a) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (b) Hedging Obligations. The 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 Dollar-equivalent principal amount of such Indebtedness. For the avoidance of doubt, Consolidated Secured Debt shall not include any obligations under Project Indebtedness or Additional Project Indebtedness.

“Consolidated Total Debt” means, as of any date of determination, subject to the definition of “Designated Revolving Commitments”, the aggregate principal amount of Indebtedness of Holdings, the Borrowers and the other Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and Purchase Money Obligations; provided that Consolidated Total Debt will not include Non-Recourse Indebtedness, undrawn amounts under revolving credit facilities and Indebtedness in respect of any (a) letter of credit, bank guarantees and performance or similar bonds, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (b) Hedging Obligations. The 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 Dollar-equivalent principal amount of such Indebtedness. For the avoidance of doubt, Consolidated Total Debt shall not include any obligations under Project Indebtedness or Additional Project Indebtedness.

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other monetary obligations that do not constitute Indebtedness (“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:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) 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 against loss in respect thereof.

“Contract Consideration” has the meaning specified in clause (2)(k) of the definition of “Excess Cash Flow”.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Controlled Investment Affiliate” means, as to any Person, any other Person, other than the Sponsor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Borrowers or other companies.

“Corrective Extension Amendment” has the meaning specified in Section 2.16(6).

“Credit Agreement Refinanced Debt” has the meaning assigned to such term in the definition of “Credit Agreement Refinancing Indebtedness”.

“Credit Agreement Refinancing Indebtedness” means (a) Permitted Equal Priority Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt or (c) Permitted Unsecured Refinancing Debt; provided that, in each case, such Indebtedness is issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) to Refinance, in whole or in part, existing Loans (or, if applicable, unused Commitments) or any then-existing Credit Agreement Refinancing Indebtedness (“Credit Agreement Refinanced Debt”); provided, further, that (i) the terms of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) shall either, at the option of the Lead Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Lead Borrower in good faith) or (B) if otherwise not consistent with the terms of such Credit Agreement Refinanced Debt, not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of such Credit Agreement Refinanced Debt, except to the extent necessary to provide for (1) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such Refinancing or (2) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Facility; provided, further, that if (x) such Indebtedness that includes a Previously Absent Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the

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applicable Previously Absent Covenant is included only for the benefit of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility hereunder, (ii) any such Indebtedness shall have a maturity date that is no earlier than the Maturity Date of the Credit Agreement Refinanced Debt and a Weighted Average Life to Maturity that is equal to or greater than that of the Credit Agreement Refinanced Debt as of the date of determination, (iii) except to the extent otherwise permitted under this Agreement (subject to a dollar-for-dollar usage of any other Basket set forth in Section 7.02, if applicable), such Indebtedness shall not have a greater principal amount (or shall not have a greater accreted value, if applicable) than the principal amount (or accreted value, if applicable) of the Credit Agreement Refinanced Debt plus accrued interest, fees and premiums (including tender premium) and penalties (if any) thereon and fees, expenses, original issue discount and upfront fees incurred in connection with such Refinancing, (iv) such Credit Agreement Refinanced Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained with the Net Proceeds received from the incurrence or issuance of such Indebtedness and (v) any mandatory prepayments of (I) any Permitted Junior Priority Refinancing Debt or Permitted Unsecured Refinancing Debt may not be made except to the extent that prepayments are not prohibited hereunder and to the extent required hereunder or pursuant to the terms of any Permitted Equal Priority Refinancing Debt, are first made or offered to the holders of the Term Loans constituting First Lien Obligations and any such Permitted Equal Priority Refinancing Debt, and (II) any Permitted Equal Priority Refinancing Debt in respect of events described in Section 2.05(2)(a), (b) and (d)(i), shall be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis (but not greater than a pro rata basis as compared to any Class of Term Loans constituting First Lien Obligations with an earlier maturity date unless the Credit Agreement Refinanced Debt was so entitled to participate on a greater than a pro rata basis) with each Class of Term Loans constituting First Lien Obligations under Section 2.05(2)(a), (b) and (d)(i), provided, further, that “Credit Agreement Refinancing Indebtedness” may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (ii) of the second proviso in this definition so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with such clause (ii)).

“Credit Extension” means each of the following: (i) a Borrowing and (ii) an L/C Credit Extension.

“Cure Amount” has the meaning specified in Section 8.04(1).

“Cure Expiration Date” has the meaning specified in Section 8.04(1)(a).

“Debt Representative” means, with respect to any series of Indebtedness, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declined Proceeds” has the meaning specified in Section 2.05(2)(g).

“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.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans that are Revolving Loans plus (c) 2.00% per annum; provided that with respect to the outstanding principal amount of any Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan (giving effect to Section 2.02(3)) plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.

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“Defaulting Lender” means, subject to Section 2.17(2), any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of L/C Obligations or Swing Line Loans, within one (1) Business Day of the date required to be funded by it hereunder, (b) has failed to pay over to the Administrative Agent, the Swing Line Lender, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute, (c) has notified the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (d) has failed, within three (3) Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (e) has, or has a direct or indirect parent company that has, either (i) admitted in writing that it is insolvent, (ii) become subject to a Lender-Related Distress Event or (iii) become the subject of a Bail-In Action. Any determination by the Administrative Agent as to whether a Lender is a Defaulting Lender shall be conclusive absent manifest error.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by a Loan Party or a Restricted Subsidiary in connection with an Asset Sale 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 or Cash Equivalents received in connection with a subsequent sale, redemption or repurchase of, or collection or payment on, such Designated Non-Cash Consideration.

“Designated Preferred Stock” means Preferred Stock of any Loan Party, any Restricted Subsidiary or any Parent Company (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by Holdings or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on or promptly after the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 7.05(a).

“Designated Revolving Commitments” means any commitments to make loans or extend credit on a revolving basis to any Borrower or any Restricted Subsidiary by any Person other than any Borrower or any Restricted Subsidiary that have been designated in an Officer’s Certificate of the Lead Borrower delivered to the Administrative Agent as “Designated Revolving Commitments”; provided that except for purposes of determining actual compliance with the Financial Covenant, such Designated Revolving Commitments will be deemed an incurrence of Indebtedness on the date of the delivery of such Officer’s Certificate and will thereafter be deemed outstanding for purposes of calculating the Total Net Leverage Ratio, First Lien Net Leverage Ratio, Secured Net Leverage Ratio and the availability of any Baskets hereunder.

“Discharge” means, with respect to any Indebtedness, the repayment, prepayment, repurchase (including pursuant to an offer to purchase), redemption, defeasance or other discharge of such Indebtedness, in any such case in whole or in part.

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.05(1)(e)(B)(2).

“Discount Range” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).

“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).

“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(1)(e)(C)(1) substantially in the form of Exhibit J.

“Discount Range Prepayment Offer” means the written offer by a Lender, substantially in the form of Exhibit K, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

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“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.05(1)(e)(C)(1).

“Discount Range Proration” has the meaning assigned to such term in Section 2.05(1)(e)(C)(3).

“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.05(1)(e)(D)(3).

“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(1)(e)(B), Section 2.05(1)(e)(C) or Section 2.05(1)(e)(D), respectively, unless a shorter period is agreed to between the Lead Borrower and the Auction Agent.

“Discounted Term Loan Prepayment” has the meaning assigned to such term in Section 2.05(1)(e)(A).

“disposition” has the meaning set forth in the definition of “Asset Sale”.

“Disqualified Institution” means (a) any competitor of the Borrowers or their respective Subsidiaries identified in writing by or on behalf of the Lead Borrower to (i) the Arrangers on or prior to the Closing Date or (ii) the Administrative Agent from time to time after the Closing Date and (b) any Affiliate of the entities described in the preceding clause (a) that is either (i) clearly identifiable as such solely by similarity of name or (ii) identified as such in writing by or on behalf of the Lead Borrower to the Administrative Agent from time to time after the Closing Date (other than financial investors in competitors that are not operating companies or Affiliates of operating companies and other than bona fide debt funds); provided that in the case of any Person that is identified in writing pursuant to clause (a)(ii) or (b)(ii), such Person shall not be a Disqualified Institution until the day that is five (5) Business Days after such writing was delivered to the Administrative Agent; provided, further, that any Person that is a Lender and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time it became a Lender) shall be deemed not to be a Disqualified Institution hereunder.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than (i) for any Qualified Equity Interests or (ii) solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the earlier of the then Latest Maturity Date or the date the Loans are no longer outstanding and the Commitments have been terminated; provided that if such Capital Stock is issued pursuant to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of Holdings or its Subsidiaries or any Parent Company or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof), such Capital Stock will not constitute Disqualified Stock solely because it may be required to be repurchased by Holdings or its Subsidiaries, any Parent Company in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided further any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of Holdings, any of its Subsidiaries or any other entity in which a Borrower or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any equity subscription or equity holders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement will not constitute Disqualified Stock solely because it may be required to be

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repurchased by a Loan Party or a Subsidiary in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability. For the purposes hereof, the aggregate principal amount of Disqualified Stock will be deemed to be equal to the greater of its voluntary or involuntary liquidation preference and maximum fixed repurchase price, determined on a consolidated basis in accordance with GAAP, and the “maximum fixed repurchase price” of any Disqualified Stock that does not have a fixed repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which the Consolidated Total Debt, Consolidated First Lien Secured Debt or Consolidated Secured Debt, as applicable, will be required to be determined pursuant to this Agreement, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Lead Borrower.

“Disregarded Entity” means a disregarded entity for U.S. federal income tax purposes that (directly or indirectly through one or more disregarded entities) owns 65% or more of the voting stock of a CFC or a CFC Holdco.

“Distressed Person” shall have the meaning provided in the definition of the term “Lender-Related Distress Event”.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, as to any amount denominated in Canadian Dollars, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable Issuing Bank, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with Canadian Dollars.

“Domestic Subsidiary” means any direct or indirect Subsidiary of Holdings that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“DQ List” has the meaning assigned to such term in Section 10.07(b)(v).

“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, Norway and the United Kingdom.

“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.

“ECF Payment Amount” has the meaning specified in Section 2.05(2)(a).

“ECF Percentage” has the meaning specified in Section 2.05(2)(a).

“Eligible Assignee” has the meaning specified in Section 10.07(a).

“Enterprise Transformative Event” means any merger, acquisition, Investment, dissolution, liquidation, consolidation or disposition, in any such case by Holdings, any Borrower, any Restricted Subsidiary or any Parent Company that is either (a) not permitted by the terms of any Loan Document immediately prior to the consummation of such transaction or (b) if permitted by the terms of the Loan Documents immediately prior to the consummation of such transaction, would not provide Holdings, the Borrowers and the other Restricted Subsidiaries with adequate flexibility under the Loan Documents for the continuation or expansion of their combined operations following such consummation, as reasonably determined by the Lead Borrower acting in good faith.

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“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and sub-surface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Claim” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by any Loan Party or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceedings (hereinafter “Claims”) with respect to any Environmental Liability, Environmental Law or Hazardous Material, including (i) any and all Claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief related to any Environmental Law.

“Environmental Laws” means any and all Laws relating to the Environment or, to the extent relating to exposure to Hazardous Materials, human health and safety.

“Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, management, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equal Priority Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), at the option of the Lead Borrower and the Administrative Agent acting together in good faith, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Lead Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), in each case with such modifications thereto as the Administrative Agent and the Lead Borrower may agree.

“Equity Interests” means, with respect to any Person, the Capital Stock of (including profits interests) such Person and all warrants, options or other rights to acquire Capital Stock of (including profits interests) such Person, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock of (including profits interests) such Person.

“Equity Offering” means any public or private sale of common equity or Preferred Stock of Holdings or any Parent Company (excluding Disqualified Stock), other than:

(1) public offerings with respect to Holdings’ or any Parent Company’s common equity registered on Form S-4 or Form S-8;

(2) issuances to any Restricted Subsidiary; and

(3) any such public or private sale that constitutes an Excluded Contribution.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that together with any Loan Party is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any of their respective ERISA Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Loan Party or any of their respective ERISA Affiliates from a Multiemployer Plan, written notification of any Loan Party or any of their respective ERISA Affiliates concerning the imposition of withdrawal liability or written notification that a Multiemployer Plan is “insolvent” (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement in writing of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any of their respective ERISA Affiliates; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) a failure to satisfy the minimum funding standard (within the meaning of Section 302 of ERISA or Section 412 of the Code) with respect to a Pension Plan, whether or not waived; (h) the application for a minimum funding waiver under Section 302(c) of ERISA with respect to a Pension Plan; (i) the imposition of a lien under Section 303(k) of ERISA or Section 412(c) of the Code with respect to any Pension Plan; (j) a determination that any Pension Plan is in “at risk” status (within the meaning of Section 303 of ERISA or Section 430 of the Code); or (k) the occurrence of a nonexempt prohibited transaction with respect to any Pension Plan maintained or contributed to by any Loan Party or any of their respective ERISA Affiliates (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to any Loan Party.

“Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow.

“Estimated Tax Period” means (i) January, February, and March, (ii) April and May, (iii) June, July, and August, and (iv) September, October, November, and December of each calendar year.

“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.

“Eurodollar Rate” means:

(1) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

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(2) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Lead Borrower; provided, further, that in no event shall (x) the Eurodollar Rate for the Closing Date Term Loans that bear interest at a rate based on clauses (1) and (2) of this definition be less than 1.00% or (y) the Eurodollar Rate for Revolving Loans that bear interest at a rate based on clauses (1) and (2) of this definition be less than 0%.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate”.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(1) the sum, without duplication, of:

(a) Consolidated Net Income of Holdings for such period,

(b) an amount equal to the amount of all non-cash charges (including depreciation and amortization) for such period to the extent deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period,

(c) decreases in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa) and, without duplication, decreases in long-term accounts receivable and increases in the long-term portion of deferred revenue (except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period (other than any such decreases or increases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course of assets by Holdings or any Restricted Subsidiary during such period or the application of recapitalization or purchase accounting),

(d) the amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid in such period and

(e) cash receipts in respect of Hedge Agreements during such fiscal year to the extent not otherwise included in such Consolidated Net Income; over

(2) the sum, without duplication, of:

(a) an amount equal to the amount of all non-cash credits (including, to the extent constituting non-cash credits, amortization of deferred revenue acquired as a result of any Permitted Acquisition or other Investment permitted hereunder) included in arriving at such Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in clause (1)(b) above) and cash losses, charges (including any reserves or accruals for potential cash charges in any future period), expenses, costs and fees excluded by virtue of the definition of “Consolidated Net Income”,

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(b) without duplication of amounts deducted pursuant to clause (k) below in prior fiscal years, the amount of Capital Expenditures or acquisitions of intellectual property accrued or made in cash during such period, in each case except to the extent financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of any Borrower or any Restricted Subsidiary,

(c) the aggregate amount of all principal payments of Indebtedness of the Borrowers and the other Restricted Subsidiaries (including, without limitation, (i) the principal component of payments in respect of Capitalized Lease Obligations, (ii) all scheduled principal repayments of Loans, the Second Lien Facility, Permitted Incremental Equivalent Debt and Credit Agreement Refinancing Indebtedness (or any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof), in each case to the extent such payments are permitted hereunder and actually made and (iii) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 and mandatory prepayment of Term Loans pursuant to Section 2.05(2)(b), any mandatory prepayment of the Second Lien Facility pursuant to the Second Lien Credit Agreement and any mandatory Discharge of Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness (or any Indebtedness representing Refinancing Indebtedness of any of the foregoing in accordance with the corresponding provisions of the governing documentation thereof) pursuant to the corresponding provisions of the governing documentation thereof, in each case, to the extent required due to an Asset Sale or Casualty Event that resulted in an increase to Consolidated Net Income for such period and not in excess of the amount of such increase, but excluding (x) all other prepayments of Term Loans, (y) all prepayments of Revolving Loans and Swing Line Loans and all prepayments in respect of any other revolving credit facility, except to the extent there is an equivalent permanent reduction in commitments thereunder and (z) payments on any Subordinated Indebtedness, except in each case to the extent permitted to be paid pursuant to Section 7.05) made during such period, in each case, except to the extent financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of Holdings or any Restricted Subsidiary,

(d) gain on sale of assets in connection with tax increment financings to the extent included in Consolidated Net Income,

(e) increases in Consolidated Working Capital (except as a result of the reclassification of items from short-term to long-term or vice versa) and, without duplication, increases in long-term accounts receivable and decreases in the long-term portion of deferred revenue (except as a result of the reclassification of items from short-term to long-term or vice versa), in each case, for such period (other than any such increases or decreases, as applicable, arising from acquisitions or Asset Sales outside the ordinary course by any Borrower or any Restricted Subsidiary during such period or the application of recapitalization or purchase accounting),

(f) cash payments by the Borrowers and the other Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrowers and the other Restricted Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income,

(g) without duplication of amounts deducted pursuant to clause (k) below in prior fiscal years, the amount of cash consideration paid by the Borrowers and the other Restricted Subsidiaries (on a consolidated basis) in connection with investments made during such period (including Permitted Acquisitions, investments constituting Permitted Investments and investments made pursuant to Section 7.05), except to the extent such investments were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of any Borrower or any Restricted Subsidiary,

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(h) the amount of Restricted Payments paid in cash during such period (other than Restricted Payments made pursuant to clause (3) of Section 7.05(a) or pursuant to Section 7.05(b)(15), except to the extent such Restricted Payments were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of any Borrower or any Restricted Subsidiary,

(i) the aggregate amount of expenditures (including expenditures for the payment of financing fees) paid in cash during such period to the extent that such expenditures are not expensed during such period or are not deducted in calculating Consolidated Net Income, except to the extent such expenditures were financed with the proceeds of Funded Debt (other than any Indebtedness under any revolving credit facilities) of any Borrower or any Restricted Subsidiary (unless such Indebtedness has been repaid),

(j) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrowers and the other Restricted Subsidiaries during such period that are made in connection with any prepayment or redemption of Indebtedness to the extent (x) such premium, make-whole or penalty payments were not expensed during such period or are not deducted in calculating Consolidated Net Income and (y) such prepayments or redemptions reduced Excess Cash Flow pursuant to clause (2)(c) above or reduced the mandatory prepayment required by Section 2.05(2)(a),

(k) without duplication of amounts deducted from Excess Cash Flow in other periods, and at the option of the Lead Borrower, (1) the aggregate consideration required to be paid in cash by any Borrower or any of the Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period and (2) any planned cash expenditures by any Borrower or any of the Restricted Subsidiaries (the “Planned Expenditures”), in the case of each of the preceding clauses (1) and (2), relating to Permitted Acquisitions or other Investments, Capital Expenditures, Restricted Payments, acquisitions of intellectual property, any scheduled payment of Indebtedness that was permitted by the terms of this Agreement to be incurred and paid or permitted tax distributions, in each case, to be consummated or made, as applicable, during the period of four consecutive fiscal quarters of the Borrowers following the end of such period (to the extent expected to be financed with internally generated cash flow); provided that to the extent that the aggregate amount of internally generated cash flow actually utilized to finance such Permitted Acquisitions or other Investments, Capital Expenditures, Restricted Payments, acquisitions of intellectual property, any scheduled payment of Indebtedness that was permitted by the terms of this Agreement to be incurred and paid or permitted tax distributions during such following period of four consecutive fiscal quarters is less than the Contract Consideration and Planned Expenditures, the amount of such shortfall shall be added to the calculation of Excess Cash Flow, at the end of such period of four consecutive fiscal quarters,

(l) the amount of cash taxes (including penalties and interest) paid or tax reserves set aside or payable (without duplication) in such period plus the amount of distributions with respect to taxes made in such period under Section 7.05(b)(14), to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period,

(m) cash expenditures in respect of Hedging Obligations during such fiscal year to the extent not deducted in arriving at such Consolidated Net Income, and

(n) any fees, expenses or charges incurred during such period (including the Transaction Expenses), or any amortization thereof for such period, in connection with any acquisition, investment, disposition, incurrence or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of this Agreement, the other Loan Documents, the Second Lien Credit Agreement and related documents) and including, in each case, any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Assets” means (i) any fee-owned real property (other than Material Real Property) and any leasehold interest in real property (other than, for the avoidance of doubt, any real property listed on Schedule 1.01(2)), (ii) motor vehicles and other assets subject to certificates of title, except to the extent a security interest therein can be perfected by a UCC filing, (iii) all commercial tort claims that are not expected to result in a judgment or settlement payment in excess of $5.0 million (as determined by the Lead Borrower in good faith), (iv) any governmental or regulatory licenses, authorizations, certificates, charters, franchises, approvals and consents (whether Federal, State, Provincial or otherwise) to the extent a security interest therein is prohibited or restricted thereby or requires any consent or authorization from a Governmental Authority not obtained (without any requirement to obtain such consent or authorization) other than to the extent such prohibition or restriction is ineffective under the UCC or other applicable Law notwithstanding such prohibition, (v) assets to the extent the pledge thereof or grant of security interests therein (x) is prohibited or restricted by any applicable Law, rule or regulation (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition), (y) would cause the destruction, invalidation or abandonment of such asset under applicable Law (solely with respect to any intellectual property), or (z) requires any consent, approval, license or other authorization of any third party (provided that such requirement existed on the Closing Date or at the time of the acquisition of such asset and was not incurred in contemplation thereof (other than in the case of capital leases and purchase money financings)) or Governmental Authority not obtained (without any requirement to obtain such consent, approval, license or other authorization), other than to the extent such prohibition or restriction is ineffective under the UCC or other applicable Law, (vi) margin stock and Equity Interests in any Person other than wholly owned Restricted Subsidiaries, (vii) Equity Interests in Immaterial Subsidiaries and Excluded Subsidiaries (other than first tier Foreign Subsidiaries and first tier CFC Holdcos that are Restricted Subsidiaries; provided that in the case of any first tier Foreign Subsidiary or first tier CFC Holdco, the pledge of the Equity Interests of such Subsidiary shall be subject to clauses (viii) and (ix) below), (viii) Equity Interests in excess of 65% of the total issued and outstanding Equity Interests that are Voting Stock of a Foreign Subsidiary or CFC Holdco, (ix) Equity Interests in excess of 65% of the total issued and outstanding Equity Interests that are not Voting Stock of a Foreign Subsidiary or CFC Holdco, (x) any lease, license or agreement (not otherwise subject to clause (iv) above) or any property that is subject to a purchase money security interest or similar arrangement, in each case permitted by this Agreement, to the extent that a grant of a security interest therein (x) would violate or invalidate such lease, license or agreement or purchase money security interest or similar arrangement or create a right of termination in favor of any other party thereto (other than any Loan Party or any of its Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or other applicable Law or (y) would require governmental or regulatory approval, consent or authorization not obtained (without any requirement to obtain such approval, consent or authorization), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Law notwithstanding such prohibition), (xi) letter of credit rights, except to the extent the security interest therein is accomplished by the filing of a UCC financing statement, (xii) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable Law, (xiii) debt of any CFC or CFC Holdco owing to any Loan Party, (xiv) any assets to the extent a security interest in such assets or perfection thereof would result in material adverse tax consequences to any Borrower, any Parent Company or any Restricted Subsidiary as reasonably determined by the Lead Borrower in good faith, (xv) any assets located in or governed by any non-U.S. jurisdiction or agreement (other than (x) stock certificates and intercompany debt (except as described in (xiii) above) otherwise required to be pledged pursuant to the Collateral Documents and (y) assets with respect to which a security interest can be perfected by the filing of a UCC financing statement), including any intellectual property located in a non-U.S. jurisdiction, (xvi) any property of any Excluded Subsidiary, and (xvii) assets where the burden or cost (including any adverse tax consequences) of obtaining a security interest therein or perfection thereof exceeds the practical benefit to the Lenders afforded thereby as reasonably determined between the Lead Borrower and the Administrative Agent.

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“Excluded Contribution” means net cash proceeds or the fair market value of marketable securities or the fair market value of Qualified Proceeds received by a Borrower from:

(1) contributions to its common equity capital;

(2) dividends, distributions, fees and other payments from any joint ventures that are not Restricted Subsidiaries; and

(3) the sale (other than to a Restricted Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Borrower) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of such Borrower;

in each case, designated as Excluded Contributions pursuant to an Officer’s Certificate and that are excluded from the calculation set forth in clause (3) of Section 7.05(a); provided that Excluded Contributions shall not include Cure Amounts.

“Excluded Proceeds” means, with respect to any Asset Sale or Casualty Event, the sum of (1) any Net Proceeds therefrom that constitute Declined Proceeds and (2) any Net Proceeds therefrom that otherwise are waived by the Required Facility Lenders from the requirement to be applied to prepay the applicable Term Loans pursuant to Section 2.05(2)(b).

“Excluded Subsidiaries” means all of the following and “Excluded Subsidiary” means any of them:

(1) any Subsidiary that is not a direct, wholly owned Subsidiary of a Loan Party,

(2) any Foreign Subsidiary,

(3) any CFC Holdco,

(4) any Domestic Subsidiary that is a Subsidiary of any (i) CFC or (ii) CFC Holdco,

(5) any Subsidiary (including any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions) that is prohibited or restricted by applicable Law, accounting policies or by Contractual Obligation existing on the Closing Date (or, with respect to any Subsidiary acquired by a Borrower or a Restricted Subsidiary after the Closing Date (and so long as such Contractual Obligation was not incurred in contemplation of such acquisition), on the date such Subsidiary is so acquired) from providing a Guaranty (including any Broker-Dealer Regulated Subsidiary) or if such Guaranty would require governmental (including regulatory) or third-party (other than any Loan Party or their respective Subsidiaries) consent, approval, license or authorization,

(6) any special purpose securitization vehicle (or similar entity) or any Securitization Subsidiary,

(7) any Captive Insurance Subsidiary or not-for-profit Subsidiary,

(8) any Subsidiary that is not a Material Subsidiary,

(9) any Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Lead Borrower, the burden or cost (including any adverse tax consequences) of providing the Guaranty will outweigh the benefits to be obtained by the Lenders therefrom, and

(10) any Unrestricted Subsidiary;

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provided that notwithstanding anything herein to the contrary, (a) no Subsidiary shall constitute an Excluded Subsidiary if (and for so long as) such Subsidiary Guarantees (or is the borrower or issuer in respect of) (i) the Second Lien Facility or any Refinancing Indebtedness in respect thereof (prior to a Second Lien Discharge Event); (ii) any Subordinated Indebtedness, (iii) any Permitted Incremental Equivalent Debt, (iv) any Credit Agreement Refinancing Indebtedness or (v) any Indebtedness incurred pursuant to Section 7.02(a) or Section 7.02(b)(14) and (b) no Borrower shall constitute an Excluded Subsidiary.

“Excluded Swap Obligation” means, with respect to any Loan Party, (a) 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 (each such obligation, a “Swap Obligation”), if, and to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal 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) (i) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 3.02 of the Guaranty and any other “keepwell, support or other agreement” for the benefit of such Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act) at the time the guarantee of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation, or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act, because such Loan Party is a “financial entity”, as defined in Section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Loan Party becomes or would become effective with respect to such Swap Obligation, or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Loan Party as specified in any agreement between the relevant Loan Parties and hedge counterparty applicable to such Swap Obligations. 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 becomes excluded in accordance with the first sentence of this definition.

“Excluded Taxes” means, with respect to each Agent and each Lender, any of the following Taxes imposed on or with respect to such Agent or such Lender or required to be withheld or deducted from a payment to such Agent or such Lender,

(1) any Tax imposed on (or measured by) such Agent or Lender’s net income or profits (or franchise or net worth tax in lieu of such tax on net income or profits), in each case, (i) imposed by a jurisdiction as a result of such Agent or Lender being organized or having its principal office or, in the case of any Lender, its applicable Lending Office located in such jurisdiction (or any political subdivision thereof) or (ii) that are Other Connection Taxes,

(2) any branch profits tax under Section 884(a) of the Code, or any similar tax, imposed by any jurisdiction described in clause (1),

(3) other than with respect to and to the extent that any Lender becomes a party hereto pursuant to the Borrowers’ request under Section 3.07, any U.S. federal tax that is withheld or required to be withheld on amounts payable to or for the account of a Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date such Lender (i) acquires such interest in the applicable Commitment or, if such Lender did not fund the applicable Loan pursuant to a prior Commitment, on the date such Lender acquires the applicable interest in such Loan (or where the Lender is a partnership for U.S. federal income tax purposes, pursuant to a Law in effect on the later of the date on which such Lender acquires such interest or the date on which the affected partner becomes a partner of such Lender), or (ii) designates a new Lending Office except, in the case of a Lender or partner that designates a new Lending Office or is an assignee, to the extent that such Lender or partner (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such U.S. federal tax pursuant to Section 3.01,

(4) any Tax attributable to a Lender’s failure to comply with Section 3.01(3),

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(5) any U.S. federal Tax imposed under FATCA,

(6) any interest, additions to taxes and penalties with respect to any taxes described in clauses (1) through (5) of this definition.

“Existing First Lien Credit Agreement” means the Amended and Restated Credit Agreement, dated as of April 23, 2014, among Holdings, the U.S. Opco Borrower, certain Subsidiaries of the U.S. Opco Borrower party thereto, the lenders party thereto and Bank of America, as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time and in effect as of the date hereof.

“Existing Letter of Credit” has the meaning specified in Section 2.03(8).

“Existing Revolving Class” has the meaning specified in Section 2.16(2).

“Existing Term Loan Class” has the meaning specified in Section 2.16(1).

“Expiring Credit Commitment” has the meaning specified in Section 2.04(7).

“Extended Revolving Commitments” has the meaning specified in Section 2.16(2).

“Extended Term Loans” has the meaning specified in Section 2.16(1).

“Extending Lender” means an Extending Revolving Lender or an Extending Term Lender, as the case may be.

“Extending Revolving Lender” has the meaning specified in Section 2.16(3).

“Extending Term Lender” has the meaning specified in Section 2.16(3).

“Extension” means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.

“Extension Amendment” has the meaning specified in Section 2.16(4).

“Extension Election” has the meaning specified in Section 2.16(3).

“Extension Minimum Condition” shall mean a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant Extension Request, in the Lead Borrower’s sole discretion) of any or all applicable Classes be submitted for Extension.

“Extension Request” means any Term Loan Extension Request or any Revolving Extension Request, as the case may be.

“Extension Series” means any Term Loan Extension Series or a Revolving Extension Series, as the case may be.

“Facilities” means the Closing Date Term Loans, the Revolving Facility, a given Extension Series of Extended Revolving Commitments, a given Class of Other Term Loans, a given Extension Series of Extended Term Loans, a given Class of Incremental Term Loans, a given Class of Incremental Revolving Commitments, any Other Revolving Loan (or Commitment) or a given Class of Replacement Loans, as the context may require, and “Facility” means any of them.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Lead Borrower in good faith.

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“FATCA” means Sections 1471 through 1474 of the Code as in effect on the date hereof or any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with (and, in each case, any current or future regulations promulgated thereunder or official interpretations thereof), any applicable intergovernmental agreement entered into in respect thereof, and any provision of law or administrative guidance implementing or interpreting such provisions, including any agreements entered into pursuant to any such intergovernmental agreement or Section 1471(b)(1) of the Code as of the date hereof (or any amended or successor version described above).

“FCPA” has the meaning specified in Section 5.17.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds 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 (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Financial Covenant” means the covenant specified in Section 7.12(1).

“Financial Covenant Cross Default” has the meaning specified in Section 8.01(2).

“Financial Covenant Event of Default” has the meaning specified in Section 8.01(2).

“Financial Officer” means, with respect to a Person, the chief financial officer, accounting officer, treasurer, controller or other senior financial or accounting officer of such Person, as appropriate.

“First Lien Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Secured Debt outstanding as of the last day of such Test Period, minus the aggregate amount of cash and Cash Equivalents of Holdings and the Restricted Subsidiaries on such date that would not appear as “restricted” on a consolidated balance sheet of Holdings and the Restricted Subsidiaries to (b) Consolidated EBITDA of Holdings and the Restricted Subsidiaries for such Test Period, in each case, other than for purposes of Section 7.12, on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07.

“First Lien Obligations” means the Obligations, the Permitted Incremental Equivalent Debt and the Credit Agreement Refinancing Indebtedness, in each case, that are, or are purported to be, secured by the Collateral on an equal priority basis (but without regard to the control of remedies) with liens on the Collateral securing the Closing Date Term Loans. For the avoidance of doubt, “First Lien Obligations” shall include the Closing Date Term Loans.

“Flood Insurance Laws” means, collectively, (i) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (ii) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (iii) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“floor” means, with respect to any reference rate of interest, any fixed minimum amount specified for such rate.

“Foreign Asset Sale” has the meaning specified in Section 2.05(2)(h).

“Foreign Casualty Event” has the meaning specified in Section 2.05(2)(h).

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“Foreign Lender” means a Lender that is not a United States person within the meaning of Section 7701(a)(30) of the Code.

“Foreign Plan” means any material employee benefit plan, program or agreement maintained or contributed to by, or entered into with, any Loan Party or any Subsidiary of such Loan Party with respect to employees employed outside the United States (other than benefit plans, programs or agreements that are mandated by applicable Laws).

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary that is not a Domestic Subsidiary.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans, other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“Fund” means any Person (other than a natural person) that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“Funded Debt” means all Indebtedness of Holdings, the Borrowers and the other Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect from time to time. Notwithstanding any other provision contained herein the amount of any Indebtedness under GAAP with respect to Capitalized Lease Obligations and Attributable Indebtedness shall be determined in accordance with the definition of “Capitalized Lease Obligations” and “Attributable Indebtedness”, respectively.

Notwithstanding the foregoing, if at any time any change occurs after the Closing Date in GAAP or in the application thereof on the computation of any financial ratio or financial requirement, or compliance with any covenant, set forth in any Loan Document, and the Lead Borrower shall so request (regardless of whether any such request is given before or after such change), the Administrative Agent, the Lenders and the Lead Borrower will negotiate in good faith to amend (subject to the approval of the Required Lenders) such ratio, requirement or covenant to preserve the original intent thereof in light of such change in GAAP; provided further that until so amended, (a) such ratio, requirement or covenant shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local, or otherwise, 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 (including any supra-national bodies such as the European Union or the European Central Bank).

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“Granting Lender” has the meaning specified in Section 10.07(g).

“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 letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part) or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with the Transaction or any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” has the meaning specified in clause (2) of the definition of “Collateral and Guarantee Requirement”. For avoidance of doubt, any Borrower may, in its sole discretion, cause any Parent Company or Restricted Subsidiary that is not required to be a Guarantor to Guarantee the Obligations by causing such Parent Company or Restricted Subsidiary to execute a joinder to the Guaranty (substantially in the form provided therein or as the Administrative Agent, such Borrower and such Guarantor may otherwise agree), and any such Parent Company or Restricted Subsidiary shall be a Guarantor hereunder for all purposes; provided that (i) in the case of any Parent Company or Restricted Subsidiary organized in a foreign jurisdiction, the Administrative Agent shall be reasonably satisfied with the jurisdiction of organization of such Parent Company or Restricted Subsidiary and (ii) the Administrative Agent shall have received at least two (2) Business Days prior to the effectiveness of such joinder all documentation and other information in respect of such Guarantor required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

“Guaranty” means (a) the Guaranty substantially in the form of Exhibit E made by Holdings, each Borrower and each Subsidiary Guarantor, (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11 and (c) each other guaranty and guaranty supplement delivered by any Parent Company or Restricted Subsidiary pursuant to the second sentence of the definition of “Guarantor”.

“Hazardous Materials” means all explosive or radioactive substances or wastes, and all other substances, wastes, pollutants and contaminants and chemicals in any form, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and infectious or medical wastes, in each case, regulated pursuant to, or can form the basis for liability under, any Environmental Law.

“Hedge Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap

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transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedge Bank” means (a) with respect to any Secured Hedge Agreement existing on the Closing Date, any Person that is an Agent, a Lender or an Affiliate of an Agent or Lender on the Closing Date or (b) with respect to any other Secured Hedge Agreements, any Person that was an Agent, a Lender or Affiliate of an Agent or Lender at the time it entered into such Secured Hedge Agreement, in each case whether or not such Person subsequently ceases to be an Agent, a Lender or an Affiliate of an Agent or Lender.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any Hedge Agreement.

“Holdings” has the meaning specified in the introductory paragraph to this agreement. “Holdings” shall also include any “Successor Holdings Entity”.

“Honor Date” has the meaning specified in Section 2.03(3)(a).

“Identified Participating Lenders” has the meaning specified in Section 2.05(1)(e)(C)(3).

“Identified Qualifying Lenders” has the meaning specified in Section 2.05(1)(e)(D)(3).

“Immaterial Subsidiary” means any Restricted Subsidiary that is not a Material Subsidiary.

“Immediate Family Members” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including, in each case, adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“Incremental Amendment” has the meaning specified in Section 2.14(5).

“Incremental Amounts” has the meaning specified in clause (1) of the definition of “Refinancing Indebtedness”.

“Incremental Commitments” has the meaning specified in Section 2.14(1).

“Incremental Facility Closing Date” has the meaning specified in Section 2.14(4).

“Incremental Lenders” has the meaning specified in Section 2.14(3).

“Incremental Loan” has the meaning specified in Section 2.14(2).

“Incremental Loan Request” has the meaning specified in Section 2.14(1).

“Incremental Revolving Commitments” has the meaning specified in Section 2.14(1).

“Incremental Revolving Facility” has the meaning specified in Section 2.14(1).

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“Incremental Revolving Lender” has the meaning specified in Section 2.14(3).

“Incremental Revolving Loan” has the meaning specified in Section 2.14(2).

“Incremental Starter Amount” means (a) from the Closing Date to but excluding the earliest date of the delivery of financial statements pursuant to Section 6.01(1) or Section 6.01(2) demonstrating that the Total Net Leverage Ratio, as of the last day of the applicable Test Period, corresponds to one of the levels set forth in the table below (each such level, an “Incremental Starter Step-Up Level”, and such date of delivery, the “Initial Incremental Starter Step-Up Date”), $0 and (b) from and after the Initial Incremental Starter Step-Up Date, the dollar amount set forth opposite such Incremental Starter Step-Up Level in the table below; provided that if, at any time after the Initial Incremental Starter Step-Up Date, financial statements shall be delivered pursuant to Section 6.01(1) or Section 6.01(2) demonstrating that the Total Net Leverage Ratio, as of the last day of the applicable Test Period, corresponds to an Incremental Starter Step-Up Level that is higher than the Incremental Starter Step-Up Level in effect immediately prior to such delivery (each date of such delivery, an “Additional Incremental Starter Step-Up Date”; each of the Initial Incremental Starter Step-Up Date and each Additional Incremental Starter Step-Up Date, an “Incremental Starter Step-Up Date”), then the Incremental Starter Amount shall immediately and automatically be increased to the dollar amount set forth opposite such higher Incremental Starter Step-Up Level; provided, further, that, for the avoidance of doubt, in no event shall the Incremental Starter Amount be decreased after any Incremental Starter Step-Up Date.

Incremental Starter Step-Up Level	Total Net Leverage Ratio	Incremental Starter Amount
1	<7.00:1.00 and >6.75:1.00	$45 million
2	<6.75:1.00 and >6.50:1.00	$90 million
3	<6.50:1.00 and >6.25:1.00	$135 million
4	<6.25:1.00	$180 million

“Incremental Starter Step-Up Date” has the meaning specified in the definition of “Incremental Starter Amount”.

“Incremental Starter Step-Up Level” has the meaning specified in the definition of “Incremental Starter Amount”.

“Incremental Term Commitments” has the meaning specified in Section 2.14(1).

“Incremental Term Lender” has the meaning specified in Section 2.14(3).

“Incremental Term Loan” has the meaning specified in Section 2.14(2).

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the deferred and unpaid balance of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a

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commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earnout obligations until such obligation is reflected as a liability on the balance sheet (excluding any footnotes thereto) of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or

(d) representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided that Indebtedness of any Parent Company appearing upon the balance sheet of Holdings solely by reason of push-down accounting under GAAP will be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of this definition of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of this definition of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness will be the lesser of (i) the fair market value of such asset at such date of determination and (ii) the amount of such Indebtedness of such other Person; provided that notwithstanding the foregoing, Indebtedness will be deemed not to include:

(i) Contingent Obligations incurred in the ordinary course of business,

(ii) reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under commercial letters of credit will be counted as Indebtedness three (3) Business Days after such amount is drawn),

(iii) [reserved],

(iv) accrued expenses,

(v) deferred or prepaid revenues, and

(vi) asset retirement obligations and obligations in respect of reclamation and workers compensation (including pensions and retiree medical care);

provided further that Indebtedness will be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Agreement as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnitees” has the meaning specified in Section 10.05.

“Independent Assets and Operations” means, with respect to any Parent Company, that such Parent Company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Borrowers and the other Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such Parent Company, are more than 3.0% of such Parent Company’s corresponding consolidated amount.

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“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that, in the good faith judgment of the Lead Borrower, is qualified to perform the task for which it has been engaged.

“Information” has the meaning specified in Section 10.09.

“Initial Incremental Starter Step-Up Date” has the meaning specified in the definition of “Incremental Starter Amount”.

“Intellectual Property Security Agreements” has the meaning specified in the definition of “Security Agreement”.

“Intercompany Note” means an intercompany note substantially in the form of Exhibit Q.

“Intercreditor Agreement” means the Second Lien Intercreditor Agreement and any Equal Priority Intercreditor Agreement(s), Junior Lien Intercreditor Agreement(s) or Junior Lien Equal Priority Intercreditor Agreement that may be executed from time to time.

“Interest Payment Date” means, (a) as to any Loan of any Class other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the applicable Maturity Date of the Loans of such Class; provided that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan of any Class, the last Business Day of each March, June, September and December and the applicable Maturity Date of the Loans of such Class.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented to by each applicable Lender, twelve months (or such period of less than one month as may be consented to by each applicable Lender), as selected by the Lead Borrower in its Committed Loan Notice; provided that:

(1) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(2) any Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(3) no Interest Period shall extend beyond the applicable Maturity Date for the Class of Loans of which such Eurodollar Rate Loan is a part.

“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 selected by the Lead Borrower.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

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(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting loans or advances among Holdings, the Borrowers and their respective Subsidiaries;

(3) investments in any fund that invests substantially all of its assets in investments of the type described in clauses (1) and (2) of this definition which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, consultants and independent contractors, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person. For purposes of the definitions of “Permitted Investments” and “Unrestricted Subsidiary” and Section 7.05,

(1) “Investments” will include the portion (proportionate to such Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Borrower at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, such Borrower will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) such Borrower’s “Investment” in such Subsidiary at the time of such redesignation; minus

(b) the portion (proportionate to such Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer.

The amount of any Investment outstanding at any time will be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the applicable Borrower or a Restricted Subsidiary in respect of such Investment.

“IP Rights” has the meaning specified in Section 5.15.

“IRS” means Internal Revenue Service of the United States.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuing Bank” means (a) each of Bank of America, JPMorgan, KeyBank National Association and The Toronto-Dominion Bank, in each case, in its capacity as an issuer of Letters of Credit hereunder, (b) solely with respect to the Existing Letters of Credit, Bank of America together with its permitted successors and assigns and (c) any other Revolving Lender that becomes an Issuing Bank in accordance with Section 2.03(12).

“Issuing Bank Document” means with respect to any Letter of Credit, the L/C Application, and any other document, agreement and instrument entered into by any Issuing Bank and any Borrower (or any of its Subsidiaries) or in favor of such Issuing Bank and relating to such Letter of Credit.

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“JPMorgan” means JPMorgan Chase Bank, N.A.

“Junior Lien Debt” has the meaning specified in clause (39) of the definition of “Permitted Liens”.

“Junior Lien Intercreditor Agreement” means (a) the Second Lien Intercreditor Agreement and (b) to the extent executed in connection with the incurrence of other Indebtedness secured by Liens on the Collateral which are intended to rank junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, at the option of the Lead Borrower and the Administrative Agent acting together in good faith, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Lead Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to the Lien on the Collateral securing the First Lien Obligations under this Agreement, in each case with such modifications thereto as the Administrative Agent and the Lead Borrower may agree.

“Junior Lien Equal Priority Intercreditor Agreement” means, to the extent executed in connection with the incurrence of Indebtedness secured by Liens on the Collateral which are intended to rank junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, at the option of the Lead Borrower and the Administrative Agent acting together in good faith, a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Lead Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority or junior to the Liens on the Collateral securing Obligations under this Agreement that are secured on a junior basis to the Liens on the Collateral securing First Lien Obligations under this Agreement, in each case with such modifications thereto as the Administrative Agent and the Lead Borrower may agree.

“L/C Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage.

“L/C Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant Issuing Bank.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed prior to the Honor Date or refinanced as a Revolving Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the applicable Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day).

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of this definition, (i) the amount available to be drawn under (x) any Letter of Credit denominated in Dollars shall be the stated amount thereof in effect at such time and (y) any Letter of Credit denominated in Canadian Dollars shall be the Dollar Equivalent of the stated amount thereof in effect at such time; and (ii) the amount of any Unreimbursed Amount denominated in Canadian Dollars shall be the Dollar Equivalent of such Unreimbursed Amount. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“L/C Sublimit” means an amount equal to the lesser of (a) $25.0 million and (b) the aggregate amount of the Revolving Commitments. The L/C Sublimit is part of, and not in addition to, the Revolving Facility.

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“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Loan, any Incremental Revolving Commitment, any Other Loan, any Other Revolving Commitments, any Replacement Loan, any Extended Term Loan or any Extended Revolving Commitment, in each case as extended in accordance with this Agreement from time to time.

“Laws” means, collectively, all international, foreign, federal, state and local laws (including common law), statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lead Borrower” means the U.S. Opco Borrower.

“Legal Holiday” means Saturday, Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as context requires (including for purposes of the definition of “Secured Parties”), includes any Issuing Bank, the Swing Line Lender and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender”. For the avoidance of doubt, each Additional Lender is a Lender to the extent any such Person has executed and delivered a Refinancing Amendment, an Incremental Amendment or an amendment in respect of Replacement Loans, as the case may be, and to the extent such Refinancing Amendment, Incremental Amendment or amendment in respect of Replacement Loans shall have become effective in accordance with the terms hereof and thereof, and each Extending Lender shall continue to be a Lender. As of the Closing Date, Schedule 2.01 sets forth the name of each Lender.

“Lender-Related Distress Event” means, with respect to any Lender or any direct or indirect parent company of such Lender (each, a “Distressed Person”), that (a) such Distressed Person is or becomes subject to a voluntary or involuntary case under any Debtor Relief Law, (b) a custodian, conservator, receiver, or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, or (c) such Distressed Person is subject to a forced liquidation, makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Lender or any direct or indirect parent company of a Lender by a Governmental Authority or an instrumentality thereof 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 or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.

“Letter of Credit” means (a) any standby letter of credit issued hereunder and (b) any Existing Letter of Credit.

“LIBOR” has the meaning specified in the definition of “Eurodollar Rate”.

“Lien” means, with respect to any asset, any mortgage, lease, license, sublease, lien (statutory or otherwise), pledge, hypothecation, 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; provided that in no event will an operating lease be deemed to constitute a Lien.

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“Limited Condition Transactions” means (a) any Permitted Acquisition or other investment permitted hereunder by a Borrower or one or more of the Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing and (b) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Loan” means an extension of credit under Article II by a Lender to the applicable Borrower in the form of a Term Loan, a Revolving Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any Refinancing Amendment, Incremental Amendment, Extension Amendment or amendment in respect of Replacement Loans, (d) the Guaranty, (e) the Collateral Documents, (f) the Intercreditor Agreements and (g) each L/C Application.

“Loan Increase” means a Term Loan Increase or Revolving Commitment Increase.

“Loan Parties” means, collectively, (a) Holdings, (b) each Borrower and (c) each Subsidiary Guarantor.

“Local Time” means with respect to a Loan, Borrowing or Letter of Credit denominated in (a) Dollars, New York City time and (b) Canadian Dollars, Toronto time.

“Margin Stock” has the meaning set forth in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Material Adverse Effect” means any event, circumstance or condition that has had a materially adverse effect on (a) the business, operations, assets or financial condition of the Loan Parties and the other Restricted Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or (c) the rights and remedies of the Lenders, the Collateral Agent or the Administrative Agent under the Loan Documents.

“Material Domestic Subsidiary” means any Domestic Subsidiary (other than any Excluded Subsidiary) that is a Material Subsidiary.

“Material Foreign Subsidiary” means any Foreign Subsidiary that is a Material Subsidiary.

“Material Real Property” means any (a) fee-owned real property located in the United States and owned by any Loan Party with a fair market value in excess of $10.0 million (i) on the Closing Date (if owned by a Loan Party on the Closing Date), (ii) at the time of acquisition (if acquired by a Loan Party after the Closing Date) or (iii) at the date any Material Domestic Subsidiary becomes a subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement and (b) leasehold interest in real property listed on Schedule 1.01(2); provided that for the avoidance of doubt, Material Real Property will not include the Norwich Real Property or any Excluded Assets.

“Material Subsidiary” means, as of the Closing Date and thereafter at any date of determination, each Restricted Subsidiary (a) whose Total Assets at the last day of the most recent Test Period (when taken together with the Total Assets of the Restricted Subsidiaries of such Subsidiary at the last day of the most recent Test Period) were equal to or greater than 2.5% of Total Assets of Holdings and the other Restricted Subsidiaries at such date or (b) whose gross revenues for such Test Period (when taken together with the gross revenues of the Restricted Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 2.5% of the consolidated gross revenues of the Borrowers and the other Restricted Subsidiaries for such Test Period, in each case determined in accordance with GAAP; provided that if at any time and from time to time after the date which is forty five (45) days after the Closing Date (or such longer period as the Administrative Agent may agree in its reasonable

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discretion), Domestic Subsidiaries that are not Guarantors solely because they do not meet the thresholds set forth in the preceding clause (a) or (b), when combined with Foreign Subsidiaries and CFC Holdcos the equity interests of which are Excluded Assets solely because they do not meet the thresholds set forth in the preceding clause (a) or (b), represent in the aggregate more than (when taken together with the Total Assets of the Restricted Subsidiaries of such Subsidiaries at the last day of the most recent Test Period) 5.0% of Total Assets of Holdings and the other Restricted Subsidiaries as of the last day of the most recent Test Period or more than (when taken together with the gross revenues of the Restricted Subsidiaries of such Subsidiaries for such Test Period) 5.0% of the consolidated gross revenues of Holdings and the other Restricted Subsidiaries for such Test Period, then the Lead Borrower shall, not later than forty-five (45) days after the date by which financial statements for such Test Period were required to be delivered pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more Restricted Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 6.11 with respect to any such Subsidiaries (to the extent applicable). At all times prior to the delivery of the aforementioned financial statements, such determinations shall be made based on the Pro Forma Financial Statements.

“Maturity Date” means (a) with respect to the Closing Date Term Loans that have not been extended pursuant to Section 2.16, the earlier of (i) the seventh anniversary of the Closing Date (the “Original Term Loan Maturity Date”) and (ii) the Springing Maturity Date (unless, on or prior to the Springing Maturity Date, the Second Lien Loans have been repaid, repurchased and/or redeemed in full), (b) with respect to the Closing Date Revolving Facility, to the extent not extended pursuant to Section 2.16, the earlier of (i) the fifth anniversary of the Closing Date (the “Original Revolving Facility Maturity Date”) and (ii) the Springing Maturity Date (unless, on or prior to the Springing Maturity Date, the Second Lien Loans have been repaid, repurchased and/or redeemed in full), (c) with respect to any Class of Extended Term Loans or Extended Revolving Commitments, the final maturity date as specified in the applicable Extension Amendment, (d) with respect to any Other Term Loans or Other Revolving Commitments, the final maturity date as specified in the applicable Refinancing Amendment, (e) with respect to any Class of Replacement Loans, the final maturity date as specified in the applicable amendment to this Agreement in respect of such Replacement Loans and (f) with respect to any Incremental Loans or Incremental Revolving Commitments, the final maturity date as specified in the applicable Incremental Amendment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately succeeding such day.

“Maximum Rate” has the meaning specified in Section 10.11.

“MLPFS” means Merrill Lynch, Pierce, Fenner & Smith Incorporated.

“Model” means the model delivered by the Lead Borrower to the Lead Arrangers on September 7, 2016.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Mortgage Policies” has the meaning specified in Section 6.11(2)(b)(ii).

“Mortgaged Properties” has the meaning specified in paragraph (5) of the definition of “Collateral and Guarantee Requirement”.

“Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs, deeds to secure debt and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent for the benefit of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent, including such modifications as may be required by local laws, pursuant to Section 6.13(2) and any other deeds of trust, trust deeds, hypothecs, deeds to secure debt or mortgages executed and delivered pursuant to Section 6.11.

“Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party or any of their respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

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“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP.

“Net Proceeds” means:

(1) with respect to any Asset Sale or any Casualty Event, the aggregate cash and Cash Equivalents received by Holdings or any Restricted Subsidiary in respect of any Asset Sale or Casualty Event, including any cash and Cash Equivalents received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, net of the costs relating to such Asset Sale or Casualty Event and the sale or disposition of such Designated Non-Cash Consideration, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable Law, brokerage and sales commissions, all dividends, distributions or other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of any such Asset Sale or Casualty Event by a Restricted Subsidiary, the amount of any purchase price or similar adjustment claimed by any Person to be owed by Holdings or any Restricted Subsidiary, until such time as such claim will have been settled or otherwise finally resolved, or paid or payable by Holdings or any Restricted Subsidiary, in either case in respect of such Asset Sale or Casualty Event, any relocation expenses incurred as a result thereof, costs and expenses in connection with unwinding any Hedging Obligation in connection therewith, other fees and expenses, including title and recordation expenses, Taxes (including the amount of any distributions made pursuant to Section 7.05(b)(14) in connection with such Taxes) paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Agreement, amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than First Lien Obligations and Indebtedness secured by Liens that are expressly subordinated to the Liens securing the Obligations) secured by a Lien on such assets and required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by Holdings or any Restricted Subsidiary as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by Holdings or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; provided that no such net cash proceeds shall constitute Net Proceeds under this clause (1) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $10.0 million (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (1)); and

(2) (a) with respect to the incurrence or issuance of any Indebtedness by any Borrower or any Restricted Subsidiary, any Permitted Equity Issuance by any Borrower or any Parent Company or any contribution to the common equity capital of any Borrower, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) all taxes paid or reasonably estimated to be payable, and all fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses incurred, in each case by Holdings or such Restricted Subsidiary in connection with such incurrence or issuance and (b) with respect to any Permitted Equity Issuance by any Parent Company, the amount of cash from such Permitted Equity Issuance contributed to the capital of any Borrower.

“NMTC” means the New Markets Tax Credit Program administered by the Community Development Financial Institutions Fund under the U.S. Treasury Department.

“Non-Consenting Lender” has the meaning specified in Section 3.07.

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.

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“Non-Excluded Taxes” means all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Non-Expiring Credit Commitment” has the meaning specified in Section 2.04(7).

“Non-Extension Notice Date” has the meaning specified in Section 2.03(2)(c).

“Non-Recourse Indebtedness” means Indebtedness that is non-recourse to the Borrowers and the other Restricted Subsidiaries.

“Norwich Real Property” means the following real property owned by any of the Loan Parties in the State of New York: 147 State Highway 320, Norwich, New York, Tax Parcel ID numbers 123.-1-46.1, 123.11-1-64.3 and 110.-1-97.

“Note” means a Term Note, Revolving Note or Swing Line Note, as the context may require.

“Notice of Intent to Cure” has the meaning specified in Section 8.04.

“Obligations” means all

(1) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and other amounts that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and other amounts are allowed claims in such proceeding,

(2) obligations (other than Excluded Swap Obligations) of any Loan Party or Restricted Subsidiary arising under any Secured Hedge Agreement and

(3) Cash Management Obligations under each Secured Cash Management Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have obligations under the Loan Documents) include the obligation (including guarantee obligations) to pay principal, interest, reimbursement obligations, charges, expenses, fees (including Letter of Credit fees), Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.

Notwithstanding the foregoing, (a) unless otherwise agreed to by the Lead Borrower and any applicable Hedge Bank or Cash Management Bank, the obligations of Holdings, any Borrower or any Subsidiary under any Secured Hedge Agreement and under any Secured Cash Management Agreement shall be secured and guaranteed pursuant to the Collateral Documents and the Guaranty only to the extent that, and for so long as, the other Obligations are so secured and guaranteed and (b) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and any other Loan Document shall not require the consent of the holders of Hedging Obligations under Secured Hedge Agreements or of the holders of Cash Management Obligations under Secured Cash Management Agreements.

“Offered Amount” has the meaning specified in Section 2.05(1)(e)(D)(1).

“Offered Discount” has the meaning specified in Section 2.05(1)(e)(D)(1).

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Lead Borrower or any other Person, as the case may be.

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“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person.

“OID” means original issue discount.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent, which legal counsel may be an employee of or counsel to a Borrower or the Administrative Agent.

“ordinary course of business” means activity conducted in the ordinary course of business of the Lead Borrower and its Subsidiaries.

“Organizational Documents” means

(1) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction);

(2) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and

(3) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Revolving Facility Maturity Date” has the meaning specified in the definition of “Maturity Date”.

“Original Term Loan Maturity Date” has the meaning specified in the definition of “Maturity Date”.

“Other Applicable ECF” means Excess Cash Flow or a comparable measure as determined in accordance with the documentation governing Other Applicable Indebtedness.

“Other Applicable Indebtedness” means Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Indebtedness secured on a pari passu basis with the Obligations, together with Refinancing Indebtedness in respect of any of the foregoing that is secured on a pari passu basis with the Obligations.

“Other Applicable Net Proceeds” means Net Proceeds or a comparable measure as determined in accordance with the documentation governing Other Applicable Indebtedness.

“Other Commitments” means Other Revolving Commitments and/or Other Term Loan Commitments.

“Other Connection Taxes” means, with respect to the Administrative Agent or any Lenders, Taxes imposed as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction imposing such Tax (including as a result of the Administrative Agent or such Lender carrying on a trade or business, having a permanent establishment or being a resident for tax purposes in such jurisdiction), other than a connection arising solely from the Administrative Agent or such Lender having executed, delivered, enforced, 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 sold or assigned an interest in, any Loan or Loan Document.

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“Other Loans” means one or more Classes of Other Revolving Loans and/or Other Term Loans that result from a Refinancing Amendment.

“Other Revolving Commitments” means one or more Classes of Revolving Commitments hereunder that result from a Refinancing Amendment.

“Other Revolving Loans” means one or more Classes of Revolving Loans that result from a Refinancing Amendment.

“Other Taxes” means all present or future stamp or documentary Taxes, intangible, recording, filing or similar Taxes arising 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 Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.07).

“Other Term Loan Commitments” means one or more Classes of Term Loan commitments hereunder that result from a Refinancing Amendment.

“Other Term Loans” means one or more Classes of Term Loans that result from a Refinancing Amendment.

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Loans and Swing Line Loans on any date, the outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the outstanding principal amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“Overnight Rate” means, for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by the Administrative Agent, an Issuing Bank or the Swing Line Lender, as applicable, in accordance with banking industry rules on interbank compensation.

“Parent Company” means any Person that is a direct or indirect parent (which may be organized as, among other things, a partnership) of Holdings and/or any Borrower (for the avoidance of doubt, in the case of any Borrower, including Holdings), as applicable.

“Pari Passu Lien Debt” has the meaning specified in clause (39) of the definition of “Permitted Liens”.

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(e).

“Participating Lender” has the meaning specified in Section 2.05(1)(e)(C)(2).

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any of their respective ERISA Affiliates or to which any Loan Party or any of their respective ERISA Affiliates contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time in the preceding five plan years.

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“Perfection Certificate” has the meaning specified in the Security Agreement.

“Permitted Acquisition” has the meaning specified in clause (3) of the definition of “Permitted Investments”.

“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between any Borrower or any Restricted Subsidiary and another Person; provided that any cash or Cash Equivalents received in connection with a Permitted Asset Swap that constitutes an Asset Sale must be applied in accordance with Section 2.05(2)(b)(i).

“Permitted Equal Priority Refinancing Debt” means any secured Indebtedness incurred by any Borrower and/or any Guarantor in the form of one or more series of senior secured notes, bonds or debentures or first lien secured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that (a) such Indebtedness is secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies) and is not secured by any property or assets of any Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth in the provisos to the definition of “Credit Agreement Refinancing Indebtedness”, (c) such Indebtedness is not at any time guaranteed by any Subsidiary other than Subsidiaries that are Guarantors and (d) the applicable Loan Parties, the holders of such Indebtedness (or their Debt Representative) and the Administrative Agent and/or Collateral Agent shall be party to an Equal Priority Intercreditor Agreement.

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of any Borrower or any Parent Company.

“Permitted Holders” means (a) Hamdi Ulukaya and (i) his estate, executor, administrator, testamentary trustee, legatee or beneficiaries, (ii) his spouse, parents, siblings, members of his immediate family (including adopted children and step-children) and/or direct lineal descendants, (iii) a trust, the beneficiaries of which, or a corporation, limited liability company or partnership, the stockholders, members or partners of which, including only Hamdi Ulukaya and his spouse, parents, siblings, members of his immediate family (including adopted children and step-children) and/or other direct lineal descendants, (iv) the Chobani Foundation and (v) the Tent Foundation and (b) the Sponsor.

“Permitted Incremental Equivalent Debt” means Indebtedness issued, incurred or otherwise obtained by any Borrower and/or any other Guarantor in respect of one or more series of senior unsecured notes, senior secured first lien or junior lien notes or subordinated notes (in each case issued in a public offering, Rule 144A or other private placement or bridge financing in lieu of the foregoing (and any Registered Equivalent Notes issued in exchange therefor)), first lien or junior lien loans, unsecured or subordinated loans or secured or unsecured mezzanine Indebtedness that, in each case, if secured, will be secured by Liens on the Collateral on an equal priority (but without regard to the control of remedies) or junior priority basis with the Liens on the Collateral securing the First Lien Obligations under this Agreement, and that are issued or made in lieu of Incremental Commitments; provided that (i) the terms of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) shall not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, except to the extent necessary to provide for (A) covenants and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or (B) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Covenant shall be included for the benefit of the Revolving Facility, (ii) the aggregate principal amount of all Permitted Incremental Equivalent Debt shall not

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exceed the Available Incremental Amount at the time of incurrence (it being understood that for purposes of this clause (ii), references in Section 2.14(4)(c)(B) (other than the first proviso thereto) to Incremental Loans or Incremental Revolving Commitments shall be deemed to be references to Permitted Incremental Equivalent Debt), (iii) such Permitted Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iv) in the case of Permitted Incremental Equivalent Debt that is secured, the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings or any Restricted Subsidiary other than any asset constituting Collateral, (v) if such Permitted Incremental Equivalent Debt is secured, such Permitted Incremental Equivalent Debt shall be subject to the applicable Intercreditor Agreement(s), (vi) such Permitted Incremental Equivalent Debt (a) shall not mature earlier than the Original Term Loan Maturity Date and (b) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans on the date of incurrence of such Permitted Incremental Equivalent Debt, (vii) any mandatory prepayments of (A) any Permitted Incremental Equivalent Debt that comprises junior lien or unsecured notes or loans may not be made except to the extent that prepayments of such debt are not prohibited hereunder and to the extent required hereunder or pursuant to the terms of any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement, first made or offered to the holders of the Term Loans constituting First Lien Obligations and any such Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement, and (B) any Permitted Incremental Equivalent Debt that is secured on a pari passu basis with the First Lien Obligations under this Agreement in respect of events described in Section 2.05(2)(a), (b), (c) and (d)(i) shall be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis (but not greater than a pro rata basis as compared to any Class of Term Loans constituting First Lien Obligations with an earlier maturity date) with the Term Loans constituting First Lien Obligations, and (viii) in the case of Permitted Incremental Equivalent Debt consisting of term loans secured by a Lien on the Collateral ranking pari passu with the First Lien Obligations under this Agreement, the All-In Yield of the Closing Date Term Loans shall be subject to the adjustment in the manner set forth in the proviso to Section 2.14(5)(c), determined for purposes of this clause (viii) as if the Permitted Incremental Equivalent Debt were Incremental Term Loans; and, provided, further, that “Permitted Incremental Equivalent Debt” may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (vi) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (vi) of the first proviso in this definition shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions.

“Permitted Indebtedness” means Indebtedness permitted to be incurred in accordance with Section 7.02.

“Permitted Investments” means:

(1) any Investment in any Borrower or any Restricted Subsidiary;

(2) any Investment(s) in Cash Equivalents or Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made;

(3) (a) any Investment by any Borrower or any Restricted Subsidiary in any Person that is engaged (directly or through entities that will be Restricted Subsidiaries) in a Similar Business if as a result of such Investment (i) such Person becomes a Restricted Subsidiary or (ii) such Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with or into, or transfers or conveys substantially all of its assets or assets constituting a business unit, a line of business or a division of such Person to, or is liquidated into, a Borrower or a Restricted Subsidiary (a “Permitted Acquisition”); provided that:

(A) immediately after giving pro forma effect to any such Investment, no Event of Default will have occurred and be continuing; and

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(B) before or substantially contemporaneously with the making of such Investment, the Lead Borrower will deliver to the Administrative Agent an Officer’s Certificate of the Lead Borrower, in form and substance reasonably satisfactory to the Administrative Agent and the Lead Borrower, certifying that all of the requirements in this clause (3) have been or will be satisfied on or prior to the consummation of such Investment; and

(4) any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made in accordance with Section 7.04 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Closing Date, as set forth on Schedule 7.05, or made pursuant to binding commitments in effect on the Closing Date, or an Investment consisting of any extension, modification, replacement, renewal or reinvestment of any Investment or binding commitment existing on the Closing Date; provided that the amount of any such Investment or binding commitment may be increased only (a) as required by the terms of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities) or (b) as otherwise permitted hereunder;

(6) any Investment acquired by any Borrower or any Restricted Subsidiary:

(a) in exchange for any other Investment, accounts receivable or indorsements for collection or deposit held by any Borrower or any Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable (including any trade creditor or customer);

(b) in satisfaction of judgments against other Persons;

(c) as a result of a foreclosure by any Borrower or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default; or

(d) as a result of the settlement, compromise or resolution of (i) litigation, arbitration or other disputes or (ii) obligations of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer;

(7) Hedging Obligations permitted under Section 7.02(b)(10);

(8) [reserved].

(9) Investments the payment for which consists of Equity Interests (other than Disqualified Stock) of any Borrower or any Parent Company; provided that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 7.05(a);

(10) (a) guarantees of Indebtedness permitted under Section 7.02, performance guarantees and Contingent Obligations incurred in the ordinary course of business, and (b) the creation of Liens on the assets of any Borrower or any Restricted Subsidiary in compliance with Section 7.01;

(11) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 7.07(b) (except transactions described in clauses (2), (5), (9), (15) or (22) of such Section);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material, services, equipment or similar assets or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

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(13) Investments, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding, not to exceed (as of the date such Investment is made) the greater of (i) $40.0 million and (ii) 22.50% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(14) Investments in or relating to a Securitization Subsidiary that, in the good faith determination of the Lead Borrower, are necessary or advisable to effect any Qualified Securitization Facility (including distributions or payments of Securitization Fees) or any repurchase obligation in connection therewith (including the contribution or lending of Cash Equivalents to Subsidiaries to finance the purchase of such assets from any Borrower or any Restricted Subsidiary or to otherwise fund required reserves);

(15) loans and advances to, or guarantees of Indebtedness of, officers, directors, employees, consultants, independent contractors and members of management outstanding at any one time not in excess of, in the aggregate, $10.0 million;

(16) loans and advances to employees, directors, officers, members of management, independent contractors and consultants for business-related travel expenses, moving expenses, payroll advances and other similar expenses or payroll expenses, in each case incurred in the ordinary course of business or to future, present and former employees, directors, officers, members of management, independent contractors and consultants (and their Controlled Investment Affiliates and Immediate Family Members) to fund such Person’s purchase of Equity Interests of any Borrower or any Parent Company;

(17) advances, loans or extensions of trade credit or prepayments to suppliers or loans or advances made to distributors, in each case, in the ordinary course of business by any Borrower or any Restricted Subsidiary;

(18) any Investment in any Restricted Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business;

(19) Investments consisting of purchases and acquisitions of assets or services in the ordinary course of business;

(20) [reserved];

(21) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business;

(22) the purchase or other acquisition of any Indebtedness of any Borrower or any Restricted Subsidiary to the extent not otherwise prohibited hereunder;

(23) Investments in joint ventures, taken together with all other Investments made pursuant to this clause (23) that are at that time outstanding, without giving effect to the sale of a joint venture to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable securities, not to exceed (as of the date such Investment is made) the greater of (i) $40.0 million and (ii) 25.0% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis), less the aggregate amount of any Investments made pursuant to clause (24) below that are outstanding at such time;

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(24) Investments in Unrestricted Subsidiaries, taken together with all other Investments made pursuant to this clause (24) that are at that time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, Cash Equivalents or marketable securities, not to exceed (as of the date such Investment is made) the greater of (i) $15.0 million and (ii) 10.0% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries determined at the time of making of such Investment for the most recently ended Test Period (calculated on a pro forma basis);

(25) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4 customary trade arrangements with customers;

(26) any Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to any of the Borrowers or their respective Subsidiaries, which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of applicable Law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over such Captive Insurance Subsidiary or its business, as applicable;

(27) [reserved];

(28) Investments of assets relating to non-qualified deferred payment plans in the ordinary course of business;

(29) intercompany current liabilities owed to Unrestricted Subsidiaries or joint ventures incurred in the ordinary course of business in connection with the cash management operations of the Borrowers and their respective Subsidiaries;

(30) acquisitions of obligations of one or more directors, officers or other employees or consultants or independent contractors of any Parent Company, any Borrower, or any Subsidiary of any Borrower in connection with such director’s, officer’s, employee’s, consultant’s or independent contractor’s acquisition of Equity Interests of any Borrower or any direct or indirect parent of any Borrower, to the extent no cash is actually advanced by any Borrower or any Restricted Subsidiary to such directors, officers, employees, consultants or independent contractors in connection with the acquisition of any such obligations;

(31) Investments constituting promissory notes or other non-cash proceeds of dispositions of assets to the extent permitted under Section 7.04;

(32) Investments resulting from pledges and deposits permitted pursuant to the definition of “Permitted Liens”;

(33) loans and advances to any direct or indirect parent of any Borrower in lieu of and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made in cash to such parent in accordance with Section 7.05 at such time, such Investment being treated for purposes of the applicable clause of Section 7.05, including any limitations, as if a Restricted Payment were made pursuant to such applicable clause;

(34) [reserved];

(35) any other Investments if on a pro forma basis after giving effect to such Investment, the Total Net Leverage Ratio would be equal to or less than 4.50 to 1.00 as of the last day of the Test Period most recently ended; and

(36) any Investment made by any Restricted Subsidiary that is not a Loan Party to the extent that such Investment is financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary permitted under this Agreement.

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“Permitted Junior Priority Refinancing Debt” means secured Indebtedness incurred by any Borrower and/or any Guarantor in the form of one or more series of junior lien secured notes, bonds or debentures or junior lien secured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that (a) such Indebtedness is secured by a Lien on all or a portion of the Collateral on a junior priority basis to the Liens on Collateral securing the First Lien Obligations under this Agreement and is not secured by any property or assets of any Borrower or any Restricted Subsidiary other than the Collateral, (b) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness”, (c) the holders of such Indebtedness (or their Debt Representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Junior Lien Intercreditor Agreement, and (d) such Indebtedness is not at any time guaranteed by any Subsidiary other than Subsidiaries that are Guarantors.

“Permitted Liens” means, with respect to any Person:

(1) Liens created pursuant to any Loan Document and Liens securing obligations permitted under Section 7.02(b)(2) (and any Refinancing Indebtedness in respect thereof); provided that such Liens are subject to a Junior Lien Intercreditor Agreement;

(2) Liens, pledges or deposits made in connection with:

(a) workers’ compensation laws, unemployment insurance, health, disability or employee benefits, other social security laws or similar legislation or regulations,

(b) insurance-related obligations (including in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit, bank guarantees or similar documents or instruments for the benefit of) insurance carriers providing property, casualty or liability insurance or otherwise supporting the payment of items set forth in the foregoing clause (a) or

(c) bids, tenders, contracts, statutory obligations, surety, indemnity, warranty, release, appeal or similar bonds, or with regard to other regulatory requirements, completion guarantees, stay, customs and appeal bonds, performance bonds, bankers’ acceptance facilities, and other obligations of like nature (including those to secure health, safety and environmental obligations) (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash, Cash Equivalents or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for the payment of rent, contested taxes or import duties and obligations in respect of letters of credit, bank guarantees or similar instruments that have been posted to support the same, in each case incurred in the ordinary course of business;

(3) Liens imposed by law, such as landlords’, carriers’, warehousemen’s, materialmen’s, repairmen’s, construction, mechanics’ or other similar Liens (a) for sums not yet overdue for a period of more than sixty (60) days or, if more than sixty (60) days overdue, are unfiled and no other action has been taken to enforce such Liens or (b) for amounts that are overdue by more than sixty (60) days and are being contested in good faith by appropriate actions or other Liens arising out of or securing judgments or awards against such Person with respect to which such Person will then be proceeding with an appeal or other proceedings for review if such Liens are adequately bonded or adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than thirty (30) days or not yet payable or not subject to penalties for nonpayment or which are being contested in good faith by appropriate actions if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(5) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations or with respect to regulatory requirements or letters of credit or bankers’ acceptance 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;

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(6) survey exceptions, encumbrances, ground leases, easements, restrictions, protrusions, encroachments or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties, that were not incurred in connection with Indebtedness and that do not, individually or in the aggregate, materially impair their use in the operation of the business of such Person and exceptions on title policies insuring Liens granted on Mortgaged Properties (provided that Administrative Agent shall have the discretion to approve such exception prior to its inclusion on a title policy);

(7) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to clause (4), (13), (15) or (23) of Section 7.02(b); provided that:

(a) Liens securing obligations relating to any Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such clause (13) relate only to obligations relating to Refinancing Indebtedness that is secured by Liens having equal or junior priority and on the same assets as the assets securing the Refinanced Debt (as defined in the definition of “Refinancing Indebtedness”), plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property;

(b) Liens securing obligations relating to Indebtedness or Disqualified Stock permitted to be incurred pursuant to such clause (23) extend only to the assets of Restricted Subsidiaries that are not Guarantors; and

(c) Liens securing obligations in respect of Indebtedness, Disqualified Stock or Preferred Stock permitted to be incurred pursuant to such clause (4) extend only to the assets so purchased, replaced, leased or improved and proceeds and products thereof; provided further that individual financings of assets provided by a counterparty may be cross-collateralized to other financings of assets provided by such counterparty.

(8) Liens existing, or provided for under binding contracts existing, on the Closing Date and set forth on Schedule 7.01;

(9) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary;

(10) Liens on property or other assets at the time any Borrower or any Restricted Subsidiary acquired such property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into any Borrower or any Restricted Subsidiary; provided that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation;

(11) Liens securing obligations in respect of Indebtedness or other obligations of a Restricted Subsidiary owing to a Borrower or another Restricted Subsidiary permitted to be incurred in accordance with Section 7.02;

(12) Liens on the Collateral securing (a) Hedging Obligations and (b) obligations in respect of Cash Management Services;

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(13) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s accounts payable or similar obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(14) leases, subleases, licenses or sublicenses (or other agreement under which any Borrower or any Restricted Subsidiary has granted rights to end users to access and use any Borrower’s or any Restricted Subsidiary’s products, technologies or services) in the ordinary course of business that do not (a) materially interfere with the business of the Lead Borrower and the other Restricted Subsidiaries, individually or in the aggregate, or (b) secure any Indebtedness;

(15) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by any Borrower and the other Restricted Subsidiaries in the ordinary course of business or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

(16) Liens in favor of any Borrower or any Guarantor;

(17) Liens on equipment or vehicles of any Borrower or any Restricted Subsidiary granted in the ordinary course of business;

(18) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility;

(19) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness, Disqualified Stock or Preferred Stock secured by any Lien referred to in clauses (6), (7), (8), (9), (10), (41) or this clause (19) of this definition; provided that: (a) such new Lien shall have equal or junior priority and will be limited to all or part of the same property that was subject to the original Lien (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) and (b) the Indebtedness, Disqualified Stock or Preferred Stock secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness, Disqualified Stock or Preferred Stock described under such clauses (6), (7), (8), (9), (10), (41) or this clause (19) at the time the original Lien became a Permitted Lien hereunder, plus (ii) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock;

(20) deposits made or other security provided to secure liability to insurance brokers, carriers, underwriters or self-insurance arrangements, including Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(21) other Liens securing obligations (other than Indebtedness incurred pursuant to Sections 7.02(a), 7.02(b)(12), 7.02(b)(14) or 7.02(b)(30)(b)) in an aggregate outstanding amount not to exceed (as of the date any such Lien is incurred) the greater of (i) $35.0 million and (ii) 20.0% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries determined at the time of incurrence of such Lien for the most recently ended Test Period (calculated on a pro forma basis);

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(22) 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;

(23) (a) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business, (b) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business and (c) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(24) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(7);

(25) Liens (a) of a collection bank arising under Section 4-208 or 4-210 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and (c) in favor of banking or other institutions or other electronic payment service providers arising as a matter of law or under general terms and conditions encumbering deposits or margin deposits or other funds maintained with such institution (including the right of setoff) and that are within the general parameters customary in the banking industry;

(26) Liens deemed to exist in connection with Investments in repurchase agreements permitted under this Agreement; provided that such Liens do not extend to assets other than those that are subject to such repurchase agreements;

(27) Liens that are contractual rights of setoff (a) relating to the establishment of depository relations with banks or other deposit-taking financial institutions or other electronic payment service providers and not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Borrower or any Restricted Subsidiary or (c) relating to purchase orders and other agreements entered into with customers of any Borrower or any Restricted Subsidiary in the ordinary course of business;

(28) Liens on cash proceeds (as defined in Article 9 of the Uniform Commercial Code) of assets sold that were subject to a Lien permitted hereunder;

(29) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(30) Liens (a) on cash advances or cash earnest money deposits in favor of the seller of any property to be acquired in an Investment permitted under this Agreement to be applied against the purchase price for such Investment and (b) consisting of a letter of intent or an agreement to sell, transfer, lease or otherwise dispose of any property in a transaction permitted under Section 7.04;

(31) ground leases, subleases, licenses or sublicenses entered into by any Borrower or any Restricted Sub in the ordinary course of business as tenant, subtenant, licensee or sublicensee in respect of real property on which facilities owned or leased by any Loan Party or any of its Subsidiaries are located;

(32) Liens in connection with any Sale-Leaseback Transaction(s) permitted under Section 7.08(b)(17);

(33) Liens on Capital Stock or other securities of an Unrestricted Subsidiary;

(34) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by any Borrower or any of the Restricted Subsidiaries as tenant, subtenant, licensee or sublicensee in the ordinary course of business;

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(35) deposits of cash with the owner or lessor of premises leased and operated by any Loan Party or any of its Subsidiaries in the ordinary course of business to secure the performance of such Loan Party’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(36) rights of setoff, banker’s liens, netting arrangements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of deposit accounts, securities accounts, cash management arrangements or in connection with the issuance of letters of credit, bank guarantees or other similar instruments;

(37) a Lien provided for by one of the following transactions if the transaction does not secure the payment of Indebtedness: (i) a transfer of an account or a chattel paper, (ii) a commercial consignment, or (iii) a PPS lease (as defined in the Personal Property Securities Act 2009 (Cwlth) of Australia);

(38) receipt of progress payments and advances from customers in the ordinary course of business to the extent the same creates a Lien on the related inventory and proceeds thereof;

(39) Liens on all or any portion of the Collateral (but no other assets) to secure obligations in respect of (a) Indebtedness permitted to be incurred pursuant to Section 7.02; provided that after giving pro forma effect to the incurrence of the then proposed Indebtedness (and without netting any cash received from the incurrence of such proposed Indebtedness) (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of the Indebtedness thereunder (but without netting any cash proceeds thereof), in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso), (i) if such Indebtedness is secured on a (x) pari passu basis with the Liens that secure the First Lien Obligations under this Agreement (“Pari Passu Lien Debt”), the First Lien Net Leverage Ratio would be no greater than 4.00 to 1.00 or (y) junior basis to the Liens that secure the First Lien Obligations (“Junior Lien Debt”), the Secured Net Leverage Ratio would be no greater than 6.50 to 1.00, (ii) such Liens are in each case subject the applicable Intercreditor Agreement(s), (iii) if such Liens secure term loans that are secured on a pari passu basis with the First Lien Obligations under this Agreement, then the Borrowers shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c) as if such Indebtedness were Incremental Term Loans incurred pursuant to Section 2.14 and (iv) the terms of any such Indebtedness (excluding, for the avoidance of doubt, interest rates (including through fixed interest rates), interest margins, rate floors, fees, funding discounts, original issue discounts and prepayment or redemption premiums and terms) shall, if otherwise not consistent with the terms of the Closing Date Term Loans, not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, except to the extent necessary to provide for (1) covenants and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or (2) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Covenant shall be included for the benefit of the existing Facilities, and (b) any Refinancing Indebtedness in respect of Pari Passu Lien Debt or Junior Lien Debt (but subject to the foregoing clause (iii));

(40) agreements to subordinate any interest of any Borrower or any Restricted Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by any Borrower or any Restricted Subsidiary pursuant to an agreement entered into in the ordinary course of business;

(41) Liens disclosed by the title insurance policies delivered on or prior to the Closing Date and any replacement, extension or renewal of any such Lien (to the extent the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Agreement); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

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(42) rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Borrower or any of the Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(43) restrictive covenants affecting the use to which real property may be put; provided that the covenants are complied with;

(44) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(45) zoning by-laws and other land use restrictions, including site plan agreements, development agreements and contract zoning agreements;

(46) Liens on all or any portion of the Collateral (but no other assets) securing (i) Permitted Incremental Equivalent Debt, (ii) Permitted Equal Priority Refinancing Debt or (iii) Permitted Junior Priority Refinancing Debt, and, in each case, Liens securing any Refinancing Indebtedness in respect thereof;

(47) Liens on the assets of Restricted Subsidiaries that are not Loan Parties securing Indebtedness or other obligations of such Restricted Subsidiaries;

(48) Liens on assets of Restricted Subsidiaries that are Foreign Subsidiaries to the extent arising mandatorily under applicable Law;

(49) Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, trustee, escrow agent or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

(50) Liens on the Project Property securing the Project Indebtedness; and

(51) Liens on Additional Project Property securing the Additional Project Indebtedness the proceeds of which were used to acquire, renovate or improve such Additional Project Property so long as, and to the extent that, (i) such Liens are subordinated to the Liens securing the Obligations pursuant to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, and (ii) such Additional Project Property constitutes Collateral hereunder.

If any Liens securing obligations are incurred to refinance liens securing obligations initially incurred in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA, and such refinancing would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such obligations secured by such newly incurred Lien does not exceed the principal amount of such obligations secured by such Liens being refinanced, plus any accrued and unpaid interest on the Indebtedness (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness), any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus the amount of any tender premium or penalty or premium required to be paid

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under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

For purposes of this definition, the term “Indebtedness” will be deemed to include interest and other obligations payable on or with respect to such Indebtedness.

“Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by any Borrower and/or any Guarantor in the form of one or more series of senior unsecured notes, bonds or debentures or unsecured loans (and, if applicable, any Registered Equivalent Notes issued in exchange therefor); provided that (a) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” and (b) such Indebtedness is not at any time guaranteed by any Subsidiary other than Subsidiaries that are Guarantors.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Plan” means any material “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan, established or maintained by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any of their respective ERISA Affiliates.

“Planned Expenditures” has the meaning specified in the definition of “Excess Cash Flow”.

“Platform” has the meaning specified in Section 6.02.

“Pledged Collateral” has the meaning specified in the Security Agreement.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or distributions or upon liquidation, dissolution or winding up.

“Previously Absent Covenant” means, at any time (a) any covenant or other restrictive provision that is not included in this Agreement at such time and (b) any covenant or other restrictive provision that is included in this Agreement at such time but with covenant levels and component definitions (to the extent relating to such covenant) in this Agreement that are less restrictive on the Borrowers and the other Restricted Subsidiaries than those in the applicable Incremental Amendment, Refinancing Amendment, Extension Amendment or amendment in respect of Replacement Loans or any documents relating to Credit Agreement Refinancing Indebtedness, Permitted Incremental Equivalent Debt or Refinancing Indebtedness.

“Private-Side Information” means any information with respect to Holdings and its Subsidiaries that is not Public-Side Information.

“Pro Forma Financial Statements” has the meaning specified in Section 5.05(1)(b).

“Project Documents” means that certain Credit Agreement dated as of August 5, 2011 between the U.S. Opco Borrower, Banc of America CDE III, LLC and certain other lenders from time to time a party thereto, along with any other document, agreement or instrument relating to the Project Indebtedness, in each case as amended, amended and restated, modified, supplemented and/or refinanced from time to time to the extent not prohibited by the Project Intercreditor Agreement.

“Project Indebtedness” means NMTC loans in an original aggregate principal amount of $68,519,000 advanced to the U.S. Opco Borrower to finance the expansion and upgrade of the Borrower’s manufacturing operations at its existing 669-670 County Route 25, New Berlin, New York manufacturing facility.

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“Project Intercreditor Agreement” means that certain Intercreditor Agreement dated as of August 5, 2011 between and among Bank of America, Banc of America CDE III, LLC and Agro-Farma, Inc.

“Project Property” means the property described as collateral in that certain Uniform Commercial Code financing statement against Chobani, LLC in favor of Banc of America CDE III, LLC as the secured party, filed on March 7, 2014 with the Delaware Secretary of State as such financing statement may be continued, amended, amended and restated or modified from time to time; provided, however, that the property described therein may not be increased other than as a result of replacements or improvements to such property, and/or with respect to proceeds thereof.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments (or, if the Revolving Commitments have terminated in full, Revolving Exposure) and, if applicable and without duplication, Term Loans of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments (or, if the Revolving Commitments have terminated in full, Revolving Exposure) and, if applicable and without duplication, Term Loans at such time; provided that when used with respect to (a) Commitments, Loans, interest and fees under the Revolving Facility, “Pro Rata Share” shall mean, with respect to any Lender, such Lender’s Applicable Percentage and (b) Commitments, Loans and interest under any Term Facility, “Pro Rata Share” shall mean, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Term Commitments and Term Loans of such Lender under such Term Facility at such time and the denominator of which is the amount of the aggregate Term Commitments and Term Loans under such Term Facility at such time.

“Public Company Costs” means the initial costs relating to establishing compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to Holdings’ or its Restricted Subsidiaries’ initial establishment of compliance with the obligations of a reporting company, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act.

“Public Lender” has the meaning specified in Section 6.02.

“Public-Side Information” means (a) at any time prior to Holdings or any of its Subsidiaries becoming the issuer of any Traded Securities, information that is (a) of a type that would be required by applicable Law to be publicly disclosed in connection with an issuance by Holdings or any of its Subsidiaries of its debt or equity securities pursuant to a registered public offering made at such time or (b) not material to make an investment decision with respect to securities of Holdings or any of its Subsidiaries (for purposes of United States federal and state securities laws), and (b) at any time on and after Holdings or any of its Subsidiaries becoming the issuer of any Traded Securities, information that does not constitute material non-public information (within the meaning of United States federal and state securities laws) with respect to Holdings or any of its Subsidiaries or any of their respective securities.

“Purchase Money Obligations” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (other than Capital Stock), and whether acquired through the direct acquisition of such property or assets, or otherwise.

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10.0 million at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Stock.

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“Qualified Proceeds” means the fair market value of assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business.

“Qualified Securitization Facility” means any Securitization Facility constituting a securitization financing facility or receivables financing facility that meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the applicable Borrower and the applicable Restricted Subsidiary or Securitization Subsidiary, (b) all sales or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the applicable Borrower) and (c) the obligations under such Securitization Facility are nonrecourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to any Borrower or any of the Restricted Subsidiaries (other than a Securitization Subsidiary).

“Qualifying IPO” means the issuance by Holdings or any Parent Company of its common Equity Interests 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 SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Qualifying Lender” has the meaning specified in Section 2.05(1)(e)(D)(3).

“Quarterly Financial Statements” means the unaudited consolidated balance sheets and related unaudited consolidated statements of comprehensive income (loss) and cash flows of Holdings and its Subsidiaries for the fiscal quarters ended March 26, 2016 and June 25, 2016.

“Rating Agencies” means Moody’s and S&P, or if Moody’s or S&P (or both) does not make a rating on the relevant obligations publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Lead Borrower that will be substituted for Moody’s or S&P (or both), as the case may be.

“Reference Rate” means (a) with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that includes a Eurodollar Rate floor, an interest rate per annum equal to the rate per annum equal to LIBOR, as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, on such day for Dollar deposits with a term of three months, or if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on such day with a term of three months would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m., London time, on such date and (b) with respect to the calculation of the All-In Yield in the case of Loans of an applicable Class that includes a Base Rate floor, the interest rate per annum equal to the highest of (i) the Federal Funds Rate plus 1/2 of 1%, (ii) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate” and (iii) the Eurodollar Rate on such day for an Interest Period of one (1) month plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day).

“Refinance” has the meaning assigned to such term in the definition of “Refinancing Indebtedness” and “Refinancing” and “Refinanced” have meanings correlative to the foregoing.

“Refinanced Debt” has the meaning assigned to such term in the definition of “Refinancing Indebtedness”.

“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Lead Borrower executed by each of (a) the Borrowers, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Other Loans or Other Commitments being incurred or provided pursuant thereto, in accordance with Section 2.15.

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“Refinancing Indebtedness” means (a) Indebtedness incurred by any Borrower or any Restricted Subsidiary, (b) Disqualified Stock issued by any Borrower or any Restricted Subsidiary or (c) Preferred Stock issued by any Restricted Subsidiary which, in each case, serves to extend, replace, refund, refinance, renew or defease (“Refinance”) any Indebtedness, Disqualified Stock or Preferred Stock, including any Refinancing Indebtedness, so long as:

(1) the principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation preference of such new Disqualified Stock does not exceed (a) the principal amount of (or accreted value, if applicable) Indebtedness, the amount of Preferred Stock or the liquidation preference of Disqualified Stock being so extended, replaced, refunded, refinanced, renewed or defeased (such Indebtedness, Disqualified Stock or Preferred Stock, the “Refinanced Debt”), plus (b) any accrued and unpaid interest on, or any accrued and unpaid dividends or distributions on, such Refinanced Debt, plus (c) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or to Refinance such Refinanced Debt (such amounts in clause (b) and (c), the “Incremental Amounts”);

(2) such Refinancing Indebtedness has a:

(a) Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of the applicable Refinanced Debt; and

(b) final scheduled maturity date equal to or later than the final scheduled maturity date of the Refinanced Debt (or, if earlier, the date that is 91 days after the Latest Maturity Date of the Loans);

(3) to the extent such Refinancing Indebtedness Refinances (a) Subordinated Indebtedness, unless such Refinancing constitutes a Restricted Payment permitted by Section 7.05, such Refinancing Indebtedness is subordinated to the Loans or the Guaranty thereof at least to the same extent as the applicable Refinanced Debt, (b) Junior Lien Debt, such Refinancing Indebtedness is (i) unsecured or (ii) secured by Liens that are subordinated to the Liens that secure the Loans or the Guaranty thereof, in each case at least to the same extent as the applicable Refinanced Debt or pursuant to a Junior Lien Intercreditor Agreement, or (c) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively;

(4) such Refinancing Indebtedness shall not be guaranteed or borrowed by any Person other than a Person that is so obligated in respect of the Refinanced Debt being Refinanced;

(5) such Refinancing Indebtedness shall not be secured by any assets or property of Holdings, any Borrower or any Restricted Subsidiary that does not secure the Refinanced Debt being Refinanced (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property);

(6) all other terms (other than with respect to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption terms) applicable to such Refinancing Indebtedness, if not otherwise consistent with the terms of the Refinanced Debt being Refinanced, not be materially more restrictive to each applicable Borrower (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Refinanced Debt being Refinanced; provided that (x) if the incurrence of the Refinanced Debt was subject to provisions hereunder restricting the addition of Previously Absent Covenants, the incurrence of Refinancing Indebtedness with respect thereto shall be subject to the same restrictions and (y) in the case of any such Refinancing Indebtedness that (i) Refinances all or any portion of the Second Lien Facility and (ii) includes any financial maintenance covenant, the Junior Lien Intercreditor Agreement applicable to such Refinancing Indebtedness shall contain an acknowledgment of the terms set forth in Section 7.10(b) (or provisions to similar effect);

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provided that Refinancing Indebtedness will not include:

(a) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness or Disqualified Stock of a Borrower;

(b) Indebtedness, Disqualified Stock or Preferred Stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

(c) Indebtedness or Disqualified Stock of a Borrower or Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

provided further that (x) clause (2) of this definition will not apply to any Refinancing of any Indebtedness other than Indebtedness incurred under Section 7.02(a) and clauses (2), (14) and (30) of Section 7.02(b) (including any successive Refinancings thereof incurred under clause (13) of Section 7.02(b)) and any Subordinated Indebtedness (other than Subordinated Indebtedness assumed or acquired in an Investment or acquisition and not created in contemplation thereof), Disqualified Stock and Preferred Stock and (y) Refinancing Indebtedness may be incurred in the form of a bridge or other interim credit facility intended to be Refinanced with long-term indebtedness (and such bridge or other interim credit facility shall be deemed to satisfy clause (2) of this definition so long as (x) such credit facility includes customary “rollover” provisions and (y) assuming such credit facility were to be extended pursuant to such “rollover” provisions, such extended credit facility would comply with clause (2) of this definition).

“Refunding Capital Stock” has the meaning specified in Section 7.05(b)(2).

“Register” has the meaning specified in Section 10.07(c).

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Rejection Notice” has the meaning specified in Section 2.05(2)(g).

“Related Business Assets” means assets (other than Cash Equivalents) used or useful in a Similar Business; provided that any assets received by a Borrower or a Restricted Subsidiary in exchange for assets transferred by a Borrower or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person is or would become a Restricted Subsidiary.

“Related Indemnified Person” of an Indemnitee means (a) any controlling Person or controlled Affiliate of such Indemnitee, (b) the respective directors, officers, partners, employees, advisors or successors of such Indemnitee or any of its controlling Persons or controlled Affiliates and (c) the respective agents, trustees and other representatives of such Indemnitee or any of its controlling Persons or controlled Affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling Person or such controlled Affiliate; provided that each reference to a controlled Affiliate or controlling Person in this definition pertains to a controlled Affiliate or controlling Person involved in the negotiation of this Agreement or the syndication of the Facilities. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), 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.

“Related Person” means, with respect to any Person, (a) any Affiliate of such Person, (b) the respective directors, officers, partners, employees, advisors, agents, trustees and other representatives of such Person or any of its Affiliates and (c) the successors and permitted assigns of such Person or any of its Affiliates.

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching.

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“Relevant Taxable Income Category” means income or gain of Holdings or a Borrower that is treated as (i) ordinary income or (ii) long-term capital gain or “qualified dividend income,” in each case for U.S. federal income tax purposes.

“Replaced Loans” has the meaning specified in Section 10.01.

“Replacement Loans” has the meaning specified in Section 10.01.

“Reportable Event” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Repricing Transaction” means (a) the prepayment, refinancing, substitution, replacement or conversion of all or a portion of the Closing Date Term Loans with the incurrence by any Loan Party or any of its Subsidiaries of any senior secured first lien term loans the primary purpose of which is to reduce the All-In Yield of such Indebtedness relative to the Closing Date Term Loans so repaid, refinanced, substituted, replaced or converted (as determined in good faith by the Lead Borrower) and (b) any amendment to this Agreement the primary purpose of which is to reduce the All-In Yield applicable to the Closing Date Term Loans (as determined in good faith by the Lead Borrower), excluding, in each case, for avoidance of doubt, (i) any such reductions in connection with (x) a Change of Control, (y) a Qualifying IPO or (z) an Enterprise Transformative Event or (ii) any such prepayment, refinancing, substitution, replacement, conversion or amendment made with the proceeds received from a concurrent offering of Equity Interests by Holdings or any Parent Company.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a L/C Application and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Facility Lenders” means, as of any date of determination, with respect to one or more Facilities, Lenders having more than 50% of the sum of (a) the Total Outstandings under such Facility or Facilities (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans, as applicable, under such Facility or Facilities being deemed “held” by such Lender for purposes of this definition) and (b) the aggregate unused Commitments under such Facility or Facilities; provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility or Facilities held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Facility Lenders.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Commitments; provided that the unused Term Commitment and unused Revolving Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means, with respect to a Person, the chief executive officer, chief operating officer, chief legal officer, president, vice president, chief financial officer, controller, secretary, treasurer or assistant treasurer or other similar officer or Person performing similar functions, of such Person and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. With respect to any document delivered by a Loan Party on the Closing Date, Responsible Officer includes any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer of the Lead Borrower.

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“Restricted Investment” means any Investment other than any Permitted Investment(s).

“Restricted Payment” has the meaning specified in Section 7.05.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of Holdings (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided that notwithstanding the foregoing, in no event will any Securitization Subsidiary be considered a Restricted Subsidiary; provided further that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary will be included in the definition of “Restricted Subsidiary”. Wherever the term “Restricted Subsidiary” is used herein with respect to any Subsidiary of a referenced Person that is not Holdings, then it will be construed to mean a Person that would be a Restricted Subsidiary of Holdings on a pro forma basis following consummation of one or a series of related transactions involving such referenced Person and Holdings (unless such transaction would include a designation of a Subsidiary of such Person as an Unrestricted Subsidiary on a pro forma basis in accordance with this Agreement).

“Revaluation Date” means with respect to any Letter of Credit, each of the following: (a) each date of issuance of a Letter of Credit denominated in Canadian Dollars, (b) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof, (c) each date of any payment by the Issuing Bank under any Letter of Credit denominated in Canadian Dollars, and (d) such additional dates as the Administrative Agent or the Issuing Bank shall determine or the Required Lenders shall require.

“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Revolving Lenders pursuant to Section 2.01(2).

“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.01(2) and (b) purchase participations in L/C Obligations in respect of Letters of Credit and purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount specified opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Commitment Increase” has the meaning specified in Section 2.14(1).

“Revolving Exposure” means, as to each Revolving Lender, the sum of the amount of the Outstanding Amount of such Revolving Lender’s Revolving Loans and its Applicable Percentage of the amount of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Extension Request” has the meaning provided in Section 2.16(2).

“Revolving Extension Series” has the meaning provided in Section 2.16(2).

“Revolving Facility” means, at any time, the aggregate amount of the Revolving Commitments at such time.

“Revolving Lender” means, at any time, any Lender that has a Revolving Commitment at such time or, if Revolving Commitments have terminated, Revolving Exposure.

“Revolving Loan” has the meaning specified in Section 2.01(2) and includes Revolving Loans under the Closing Date Revolving Facility, Incremental Revolving Loans, Other Revolving Loans and Loans made pursuant to Extended Revolving Commitments.

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“Revolving Note” means a promissory note of the Borrowers payable to any Revolving Lender or its registered assigns, in substantially the form of Exhibit B-2 hereto, evidencing the aggregate Indebtedness of the Borrowers to such Revolving Lender resulting from the Revolving Loans made by such Revolving Lender.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale-Leaseback Transaction” means any arrangement providing for the leasing by any Borrower or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by such Borrower or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“Same Day Funds” means disbursements and payments in immediately available funds.

“Sanctions” has the meaning specified in Section 5.17.

“SEC” means the U.S. Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Lien Credit Agreement” means the Second Lien Credit Agreement dated as of April 23, 2014, among Holdings, the U.S. Opco Borrower, the guarantors and lenders party thereto and Greek Holdco (Debt), LLC, as administrative agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Second Lien Discharge Event” means the earlier to occur of (a) the termination of the Term Loan Commitments and payment in full of all Obligations (each such capitalized term as defined in the Second Lien Credit Agreement), and in each case any Refinancing Indebtedness in respect thereof (other than, in each case, indemnities and other contingent obligations to the extent no claim therefor has been asserted or not due thereunder as of the date of such termination), and (b) the Second Lien Loans (and any Refinancing Indebtedness in respect thereof) becoming unsecured.

“Second Lien Facility” means the term loan facility outstanding under the Second Lien Credit Agreement.

“Second Lien Intercreditor Agreement” means that certain Amended and Restated Intercreditor Agreement, originally dated as of April 23, 2014, as amended and restated as of the Closing Date and as further amended, restated, amended and restated, modified or otherwise supplemented from time to time in accordance with its terms, among the Borrowers, the Guarantors, Bank of America, as the first lien administrative agent, Greek Holdco (Debt), LLC, as the second lien administrative agent, and Bank of America, as the control agent.

“Second Lien Loans” means, at any time, the loans outstanding under the Second Lien Facility at such time.

“Second Lien Maturity Date” means, at any time, the scheduled maturity date then in effect for the Second Lien Loans at such time.

“Secured Cash Management Agreement” means any Cash Management Agreement that is (a) entered into by and between any Loan Party or Restricted Subsidiary and a Cash Management Bank and (b) designated in writing by the Lead Borrower to the Administrative Agent as a “Secured Cash Management Agreement” (it being understood that that certain Cash Management Agreement existing on the Closing Date and separately identified to the Administrative Agent as of the Closing Date is hereby deemed to have been so designated pursuant to this clause (b)).

“Secured Hedge Agreement” means any Hedge Agreement with respect to Hedging Obligations permitted under Section 7.02 that is (a) entered into by and between any Loan Party or Restricted Subsidiary and any Hedge Bank and (b) designated in writing by the Lead Borrower to the Administrative Agent as a “Secured Hedge Agreement”.

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“Secured Indebtedness” means any Indebtedness of any Borrower or any Restricted Subsidiary secured by a Lien.

“Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Secured Debt outstanding as of the last day of such Test Period, minus the aggregate amount of cash and Cash Equivalents of Holdings and the other Restricted Subsidiaries on such date that would not appear as “restricted” on a consolidated balance sheet of Holdings and the other Restricted Subsidiaries to (b) Consolidated EBITDA of Holdings and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each Issuing Bank, each Hedge Bank, each Cash Management Bank, each Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.01(2) or 9.07.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means (a) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (b) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

“Securitization Facility” means any transaction or series of securitization financings that may be entered into by any Borrower or any Restricted Subsidiary pursuant to which such Borrower or any such Restricted Subsidiary may sell, convey or otherwise transfer, or may grant a security interest in, Securitization Assets to either (a) a Person that is not a Borrower or a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells such Securitization Assets to a Person that is not a Borrower or a Restricted Subsidiary, or may grant a security interest in, any Securitization Assets of any Loan Party or any of its Subsidiaries.

“Securitization Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not a Securitization Subsidiary in connection with, any Qualified Securitization Facility.

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

“Security Agreement” means, collectively, the Pledge and Security Agreement executed by the Loan Parties and the Collateral Agent, substantially in the form of Exhibit F, together with supplements or joinders thereto executed and delivered pursuant to Section 6.11.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the Closing Date.

“Similar Business” means (a) any business conducted or proposed to be conducted by any Borrower or any Restricted Subsidiary on the Closing Date or (b) any business or other activities that are reasonably similar, ancillary, incidental, complementary or related to (including non-core incidental businesses acquired in connection with any Permitted Investment), or a reasonable extension, development or expansion of, the businesses that the Borrowers and the other Restricted Subsidiaries conduct or propose to conduct on the Closing Date.

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“Solicited Discount Proration” has the meaning specified in Section 2.05(1)(e)(D)(3).

“Solicited Discounted Prepayment Amount” has the meaning specified in Section 2.05(1)(e)(D)(1).

“Solicited Discounted Prepayment Notice” means a written notice of the applicable Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(1)(e)(D) substantially in the form of Exhibit L.

“Solicited Discounted Prepayment Offer” means the written offer by each Lender, substantially in the form of Exhibit O, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Response Date” has the meaning specified in Section 2.05(1)(e)(D)(1).

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date:

(1) the fair value of the assets of such Person exceeds its debts and liabilities, subordinated, contingent or otherwise,

(2) the present fair saleable value of the property of such Person is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured,

(3) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured and

(4) such Person is not engaged in, and is not about to engage in, business for which it has unreasonably small capital.

The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

“SPC” has the meaning specified in Section 10.07(g).

“Specified Discount” has the meaning specified in Section 2.05(1)(e)(B)(1).

“Specified Discount Prepayment Amount” has the meaning specified in Section 2.05(1)(e)(B)(1).

“Specified Discount Prepayment Notice” means a written notice of the applicable Borrower’s Offer of Specified Discount Prepayment made pursuant to Section 2.05(1)(e)(B) substantially in the form of Exhibit N.

“Specified Discount Prepayment Response” means the written response by each Lender, substantially in the form of Exhibit P, to a Specified Discount Prepayment Notice.

“Specified Discount Prepayment Response Date” has the meaning specified in Section 2.05(1)(e)(B)(1).

“Specified Discount Proration” has the meaning specified in Section 2.05(1)(e)(B)(3).

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“Specified Representations” means those representations and warranties made in Sections 5.01(1) (with respect to the organizational existence of the Loan Parties only), 5.01(2)(b), 5.02(1), 5.02(2)(a), 5.04, 5.13, 5.16, the last sentence of 5.17 (limited, solely if such limitation is otherwise set forth in the Incremental Amendment entered into in connection with the relevant acquisition or other Investment, to the use of proceeds of the applicable Indebtedness on the Incremental Facility Closing Date not violating the USA PATRIOT Act, OFAC or the FCPA) and 5.18.

“Specified Transaction” means:

(1) solely for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to a Borrower, in each case, in connection with an acquisition or Investment,

(2) any designation of operations or assets of a Borrower or a Restricted Subsidiary as discontinued operations (as defined under GAAP),

(3) any Investment that results in a Person becoming a Restricted Subsidiary,

(4) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with this Agreement,

(5) any purchase or other acquisition of a business of any Person, of assets constituting a business unit, line of business or division of any Person,

(6) any Asset Sale (without regard to any de minimis thresholds set forth therein) (a) that results in a Restricted Subsidiary ceasing to be a Subsidiary of any Borrower or (b) of a business, business unit, line of business or division of a Borrower or a Restricted Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise,

(7) any operational changes identified by the Lead Borrower that have been made by any Borrower or any Restricted Subsidiary during the Test Period,

(8) any borrowing of Incremental Loans or Permitted Incremental Equivalent Debt (or establishment of Incremental Commitments), or

(9) any Restricted Payment or other transaction that by the terms of this Agreement requires a financial ratio to be calculated on a pro forma basis.

“Sponsor” means TPG Capital L.P. and its Affiliates (other than portfolio companies).

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the applicable Issuing Bank, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. Local Time on the date two (2) Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the applicable Issuing Bank may obtain such spot rate from another financial institution designated by the Administrative Agent or the applicable Issuing Bank if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; provided, further, that the applicable Issuing Bank use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in Canadian Dollars.

“Springing Maturity Date” means, at any time, the date that is ninety-one (91) days prior to the Second Lien Maturity Date in effect at such time; provided that if, on or prior to any such Springing Maturity Date, the Second Lien Loans are refinanced with loans having a scheduled maturity at least twelve (12) months later than the Second Lien Maturity Date, or the Second Lien Maturity Date is extended to a maturity date that is at least

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twelve (12) months later than the Second Lien Maturity Date then in effect, then in each case such later maturity date shall constitute the new Second Lien Maturity Date and the Springing Maturity Date shall be determined by reference to such new Second Lien Maturity Date (it being understood and agreed that there shall be no limit under this Agreement on the number of determinations of the Springing Maturity Date resulting from any such refinancing or extension).

“Sterling” means the lawful currency of the United Kingdom.

“Submitted Amount” has the meaning specified in Section 2.05(1)(e)(C)(1).

“Submitted Discount” has the meaning specified in Section 2.05(1)(e)(C)(1).

“Subordinated Indebtedness” means any Indebtedness of any Loan Party or any Restricted Subsidiary (a) that by its terms is subordinated in right of payment to the Obligations arising under the Loans or the Guaranty or (b) is secured by the Collateral on a junior basis to the Liens that secure the First Lien Obligations.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise; and

(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than Holdings or a Borrower.

“Successor Borrower” has the meaning specified in Section 7.03(4).

“Successor Holdings Entity” has the meaning specified in Section 7.03(5).

“Supplemental Administrative Agent” and “Supplemental Administrative Agents” have the meanings specified in Section 9.15(1).

“Swap Obligation” has the meaning specified in the definition of “Excluded Swap Obligation”.

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the swing line facility made available by the Swing Line Lender pursuant to Section 2.04.

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“Swing Line Lender” means Bank of America and/or (as the context requires) any other Lender that becomes a Swing Line Lender in accordance with Section 2.04(8), or any successor Swing Line Lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(1).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(2), which, if in writing, shall be substantially in the form of Exhibit A-2, or such other form as approved by the Administrative Agent and the Lead Borrower (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and the Lead Borrower), appropriately completed and signed by a Responsible Officer of the Lead Borrower.

“Swing Line Note” means a promissory note of the Borrowers payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit B-3, evidencing the aggregate Indebtedness of the Borrowers to the Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Obligations” means, as at any date of determination, the aggregate Outstanding Amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $25.0 million and (b) the aggregate amount of the Revolving Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Commitments.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (including backup withholding) of any nature and whatever called, imposed by any Governmental Authority, including any interest, additions to tax and penalties applicable thereto.

“Tax Distribution Period” means each taxable period of Holdings, including, as applicable, each Estimated Tax Period.

“Tax Group” has the meaning specified in Section 7.05(b)(14)(b).

“Tax Indemnitee” as defined in Section 3.01(5).

“Term Borrowing” means a Borrowing of any Term Loans.

“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the U.S. Opco Borrower hereunder, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Term Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to this Agreement and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment, (iv) an Extension Amendment or (v) an amendment in respect of Replacement Loans. The initial amount of each Term Lender’s Term Commitment is specified on Schedule 2.01 under the caption “Closing Date Term Loan Commitment” or, otherwise, in the Assignment and Assumption, Incremental Amendment, Refinancing Amendment, Extension Amendment or amendment in respect of Replacement Loans pursuant to which such Lender shall have assumed its Commitment, as the case may be. The aggregate Term Commitments of all Term Lenders as of the Closing Date (prior to giving effect to the making of the Closing Date Term Loans) is $650.0 million.

“Term Facility” means any Facility consisting of Term Loans of a single Class and/or Term Commitments with respect to such Class of Term Loans.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

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“Term Loan” means any Closing Date Term Loan, Incremental Term Loan, Other Term Loan, Extended Term Loan or Replacement Loan, as the context may require.

“Term Loan Extension Request” has the meaning provided in Section 2.16(1).

“Term Loan Extension Series” has the meaning provided in Section 2.16(1).

“Term Loan Increase” has the meaning specified in Section 2.14(1).

“Term Note” means a promissory note of the U.S. Opco Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit B-1 hereto, evidencing the aggregate Indebtedness of the U.S. Opco Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Termination Conditions” means, collectively, (a) the payment in full in cash of the Obligations (other than (i) contingent indemnification obligations not then due and (ii) Obligations under Secured Hedge Agreements and Secured Cash Management Agreements) and (b) the termination of the Commitments and the termination or expiration of all Letters of Credit under this Agreement (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized on terms reasonably acceptable to the applicable Issuing Bank, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).

“Test Period” in effect at any time means the most recent period of four consecutive fiscal quarters of Holdings ended on or prior to such time (taken as one accounting period) in respect of which, subject to Section 1.07(1), financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(1) or (2), as applicable; provided that, prior to the first date that financial statements have been or are required to be delivered pursuant to Section 6.01(1) or (2), the Test Period in effect shall be the period of four consecutive fiscal quarters of the Borrowers ended June 25, 2016.

“Threshold Amount” means $30.0 million.

“Total Assets” means, with respect to any Person at any time, the total assets of such Person and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as shown on the then most recent balance sheet of such Person as then may be available.

“Total Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt outstanding as of the last day of such Test Period in each case, outstanding on the last day of such Test Period), minus the aggregate amount of cash and Cash Equivalents of the Borrowers and the other Restricted Subsidiaries on such date that would not appear as “restricted” on a consolidated balance sheet of the Borrowers and the other Restricted Subsidiaries to (b) Consolidated EBITDA of Holdings and the Restricted Subsidiaries for such Test Period, in each case on a pro forma basis with such pro forma adjustments as are appropriate and consistent with Section 1.07.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and L/C Obligations.

“Total Revolving Outstandings” means, at any time, the aggregate Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations at such time.

“Traded Securities” means any debt or equity securities issued pursuant to a public offering or Rule 144A offering.

“Transaction Expenses” means any fees, expenses, costs or charges incurred or paid by any Parent Company, Holdings, any Borrower or any other Restricted Subsidiary in connection with the Transactions.

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“Transactions” means, collectively, the funding of the Closing Date Loans, the consummation of the Closing Date Refinancing and the payment of the Transaction Expenses.

“Treasury Capital Stock” has the meaning assigned to such term in Section 7.05(b)(2)(a).

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“United States Tax Compliance Certificate” has the meaning specified in Section 3.01(3)(b)(iii).

“Unreimbursed Amount” has the meaning specified in Section 2.03(3)(a).

“Unrestricted Subsidiary” means:

(1) any Subsidiary of Holdings which at the time of determination is an Unrestricted Subsidiary (as designated by the Lead Borrower, as provided below); and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Lead Borrower may designate:

(a) any Subsidiary of Holdings (other than any Borrower but including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, any Borrower or any Subsidiary (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

(i) such designation shall be deemed an Investment in an amount equal to the fair market value of Holdings’ investment in such Subsidiary;

(ii) each of (i) the Subsidiary to be so designated and (ii) its Subsidiaries has not, at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Borrower or any Restricted Subsidiary (other than Equity Interests in an Unrestricted Subsidiary);

(iii) the Total Leverage Ratio is no greater than 6.25 to 1.00, determined on a pro forma basis immediately after giving effect to such designation; and

(iv) immediately after giving effect to such designation, no Event of Default will have occurred and be continuing; and

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(b) any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

(i) immediately after giving effect to such designation, no Event of Default will have occurred and be continuing; and

(ii) the Total Leverage Ratio is not greater than 6.25 to 1.00, determined on a pro forma basis, immediately after giving effect to such designation.

Any such designation by the Lead Borrower will be notified by the Lead Borrower to the Administrative Agent by promptly filing with the Administrative Agent a copy of the resolution of the Board of Directors or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness and Liens of such Subsidiary existing at such time.

“U.S. Lender” means any Lender that is not a Foreign Lender.

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Voting Stock” of any 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, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years (calculated to the nearest one-twenty-fifth) from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock, multiplied by the amount of such payment, by

(2) the sum of all such payments;

provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being Refinanced (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable Refinancing will be disregarded.

“wholly owned” means, with respect to any Subsidiary of any Person, a Subsidiary of such Person one hundred percent (100%) of the outstanding Equity Interests of which (other than (a) directors’ qualifying shares and (b) shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required by applicable Law) is at the time owned by such Person or by one or more wholly owned Subsidiaries of such Person.

“Withdrawal Liability” means the liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such term is defined in Part I of Subtitle E of Title IV of ERISA.

“Withholding U.S. Branch” means a U.S. branch of a non-U.S. bank treated as a U.S. person for purposes of Treasury Regulations Section 1.1441-1 and described in Treasury Regulations Section 1.1441-(b)(2)(iv) that agrees, on IRS Form W-8IMY or such other form prescribed by the Treasury or the IRS, to accept responsibility for all U.S. federal income tax withholding and information reporting with respect to payments made to the Administrative Agent for the account of Lenders by or on behalf of any Loan Party under the Loan Documents.

“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.

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“Yen” means the lawful currency of Japan.

SECTION 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(1) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(2) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(3) References in this Agreement to an Exhibit, Schedule, Article, Section, Annex, clause or subclause refer (a) to the appropriate Exhibit or Schedule to, or Article, Section, clause or subclause in this Agreement or (b) to the extent such references are not present in this Agreement, to the Loan Document in which such reference appears, in each case as such Exhibit, Schedule, Article, Section, Annex, clause or subclause may be amended or supplemented from time to time.

(4) The term “including” is by way of example and not limitation.

(5) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(6) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.

(7) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(8) The word “or” is not intended to be exclusive unless expressly indicated otherwise.

(9) With respect to any Default or Event of Default, the words “exists”, “is continuing” or similar expressions with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived. If any Default or Event of Default occurs due to (i) the failure by any Loan Party to take any action by a specified time, such Default or Event of Default shall be deemed to have been cured at the time, if any, that the applicable Loan Party takes such action or (ii) the taking of any action by any Loan Party that is not then permitted by the terms of this Agreement or any other Loan Document, such Default or Event of Default shall be deemed to be cured on the date on which such action is unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement and the other Loan Documents. If any Default or Event of Default occurs that is subsequently cured (a “Cured Default”), any other Default or Event of Default resulting from the making or deemed making of any representation or warranty by any Loan Party which subsequent Default or Event of Default would not have arisen had the Cured Default not occurred, shall be deemed to be cured automatically upon, and simultaneously with, the cure of the Cured Default.

(10) For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment, Indebtedness, Asset Sale, Restricted Payment, Affiliate Transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any time, shall be permitted under one or more of such clauses as determined by the Lead Borrower in its sole discretion at such time. For purposes of determining compliance with the incurrence of any Credit Agreement Refinancing Indebtedness or Refinancing Indebtedness that restricts the amount of such Indebtedness relative to the amount of Credit Agreement Refinanced Debt or Refinanced Debt, respectively, the Borrowers and Restricted Subsidiaries may incur an incremental principal amount of Credit Agreement Refinancing Indebtedness or Refinancing Indebtedness in such refinancing to the extent that the excess portion of the Credit Agreement Refinancing Indebtedness or Refinancing Indebtedness would otherwise be permitted to be incurred in accordance with this Agreement. For purposes of determining compliance

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with the incurrence of any Indebtedness under Designated Revolving Commitments in reliance on compliance with any ratio, if on the date such Designated Revolving Commitments are established the applicable ratio is satisfied after giving pro forma effect to the incurrence of the entire committed amount of then proposed Indebtedness thereunder, then such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with any ratio.

(11) For purposes hereof, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

SECTION 1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. Unless the context indicates otherwise, any reference to a “fiscal year” or a “fiscal quarter” shall refer to a fiscal year ending December 31 or fiscal quarter ending March 31, June 25, September 30 or December 31 of Holdings.

SECTION 1.04 Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

SECTION 1.05 References to Agreements, Laws, etc. Unless otherwise expressly provided herein, (1) references to Organizational Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (2) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

SECTION 1.06 Times of Day and Timing of Payment and Performance. Unless otherwise specified, all references herein to times of day shall be references to New York time (daylight or standard, as applicable). When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of “Interest Period”) or performance shall extend to the immediately succeeding Business Day.

SECTION 1.07 Pro Forma and Other Calculations.

(1) Notwithstanding anything to the contrary herein, financial ratios and tests, including the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio and the Total Net Leverage Ratio shall be calculated in the manner prescribed by this Section 1.07; provided that notwithstanding anything to the contrary in clauses (2), (3), (4) or (5) of this Section 1.07, when calculating the First Lien Net Leverage Ratio for purposes of (a) the definition of “Applicable Rate”, (b) Section 2.05(2)(a) and (c) the Financial Covenant (other than for the purpose of determining pro forma compliance with the Financial Covenant), the events described in this Section 1.07 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements of Holdings have been delivered pursuant to Section 6.01 (it being understood that for purposes of (x) determining pro forma compliance with the Financial Covenant, if no Test Period with an applicable level cited in the Financial Covenant has passed, the applicable level shall be the level for the first Test Period cited in the Financial Covenant with an indicated level and (y) determining actual compliance (and not pro forma compliance) with the Financial Covenant, the reference to “Test Period” shall be deemed to be a reference to, and shall be based on, the most recently ended Test Period for which financial statements have been or are required to be delivered pursuant to Section 6.01(1) or (2)).

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(2) For purposes of calculating any financial ratio or test (or Consolidated EBITDA or Total Assets), Specified Transactions (and, subject to clause (4) below, the incurrence or repayment of any Indebtedness in connection therewith) that have been made (a) during the applicable Test Period or (b) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into any Borrower or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.07, then such financial ratio or test (or Consolidated EBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.07.

(3) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Lead Borrower and may include, for the avoidance of doubt, the amount of “run rate” cost savings, operating expense reductions and synergies projected by the Lead Borrower in good faith to result from or relating to any Specified Transaction (including the Transactions and, for the avoidance of doubt, acquisitions occurring prior to the Closing Date) which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith determination of the Lead Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period and “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent Test Period in which the effects thereof are expected to be realized) relating to such Specified Transaction; provided that (a) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Lead Borrower, (b) such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than eighteen (18) months after the date of such Specified Transaction (or actions undertaken or implemented prior to the consummation of such Specified Transaction), (c) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through addback pro forma adjustment or otherwise, with respect to such period, and (d) the aggregate amount of adjustments pursuant to this clause (3) for any period, together with any amounts added back pursuant to clauses (l) and (s) of the definition of “Consolidated EBITDA” for such period, shall not exceed 20% of pro forma Consolidated EBITDA for the applicable period (before giving effect to such adjustments).

(4) In the event that (a) any Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees), issues or repays (including by redemption, repurchase, repayment, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit unless such Indebtedness has been permanently repaid and not replaced), (b) any Borrower or any Restricted Subsidiary issues, repurchases or redeems Disqualified Stock, (c) any Restricted Subsidiary issues, repurchases or redeems Preferred Stock or (d) any Borrower or any Restricted Subsidiary establishes any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test, (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, issuance, repayment or redemption of Indebtedness, issuance, repurchase or redemption of Disqualified Stock or Preferred Stock, or establishment of any Designated Revolving Commitments, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period and, in the case of Indebtedness for all purposes as if such Indebtedness in the full amount of any undrawn Designated Revolving Commitments had been incurred thereunder throughout such period; provided, however, that at the election of the Lead Borrower, the pro forma calculation will not give effect to any Indebtedness incurred on such determination date pursuant to the provisions described in Section 7.02(c).

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(5) Notwithstanding anything to the contrary in this Section 1.07 or in any classification under GAAP of any Person, business, assets or operations in respect of which a definitive agreement for the disposition thereof has been entered into, no pro forma effect shall be given to any discontinued operations (and the Consolidated EBITDA attributable to any such Person, business, assets or operations shall not be excluded for any purposes hereunder) until such disposition shall have been consummated.

(6) Any determination of Total Assets shall be made by reference to the last day of the Test Period most recently ended for which financial statements of Holdings have been delivered pursuant to Section 6.01 on or prior to the relevant date of determination.

(7) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, Consolidated Net Income or Consolidated EBITDA in connection with the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, (b) determining compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein or (d) determining the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the issuance of Disqualified Stock or Preferred Stock, the creation of Liens, the making of any Asset Sale, the making of an Investment, the making of a Restricted Payment, the designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment of Indebtedness, Disqualified Stock or Preferred Stock, in each case in connection with a Limited Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Lead Borrower (the Lead Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof), with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements have been delivered pursuant to Section 6.01, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been complied with, unless an Event of Default pursuant to Section 8.01(1), or, solely with respect to Holdings or any Borrower, Section 8.01(6), shall be continuing on the date such Limited Condition Transaction is consummated. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA or other components of such ratio) or other provisions at or prior to the consummation of the relevant Limited Condition Transactions, such ratios and other provisions will not be deemed to have been exceeded or failed to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related Specified Transactions, unless on such date an Event of Default pursuant to Section 8.01(1) or, solely with respect to Holdings or any Borrower, 8.01(6), shall be continuing. If the Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, Basket availability or compliance with any other provision hereunder (other than actual compliance with the Financial Covenant) on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transition is consummated, the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, Basket or compliance with any other provision hereunder shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock, and the use of proceeds thereof) had been consummated on the LCT Test Date. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if any Borrower or the Restricted Subsidiaries (x) incurs Indebtedness, issues Disqualified Stock or Preferred Stock,

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creates Liens, makes Asset Sales, makes Investments, makes Restricted Payments, designates any Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with any Limited Condition Transaction under a ratio based Basket and (y) incurs Indebtedness, issues Disqualified Stock or Preferred Stock, creates Liens, makes Asset Sales, Investments or Restricted Payments, designates any as a Restricted Subsidiary or an Unrestricted Subsidiary or repays any Indebtedness, Disqualified Stock or Preferred Stock in connection with such Limited Condition Transaction under a non-ratio based Basket (which shall occur within five Business Days of the events in clause (x) above), then the applicable ratio will be calculated with respect to any such action under the applicable ratio based Basket without regard to any such action under such non-ratio based Basket made in connection with such Limited Condition Transaction.

SECTION 1.08 Available Amount Transaction. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount specified in clause (3) of Section 7.05(a) immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously, i.e., all such transactions must be permitted under clause (3) of Section 7.05(a) on a collective basis as so calculated.

SECTION 1.09 Guaranties of Hedging Obligations. Notwithstanding anything else to the contrary in any Loan Document, no non-Qualified ECP Guarantor shall be required to guarantee or provide security for Excluded Swap Obligations, and any reference in any Loan Document with respect to such non-Qualified ECP Guarantor guaranteeing or providing security for the Obligations shall be deemed to be all Obligations other than the Excluded Swap Obligations.

SECTION 1.10 Currency Generally.

(1) The Lead Borrower shall determine in good faith the Dollar equivalent amount of any utilization or other measurement denominated in a currency other than Dollars for purposes of compliance with any Basket. For purposes of determining compliance with any Basket under Article VII or VIII with respect to any amount expressed in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such Basket utilization occurs or other Basket measurement is made (so long as such Basket utilization or other measurement, at the time incurred, made or acquired, was permitted hereunder). Except with respect to any ratio calculated under any Basket, any subsequent change in rates of currency exchange with respect to any prior utilization or other measurement of a Basket previously made in reliance on such Basket (as the same may have been reallocated in accordance with this Agreement) shall be disregarded for purposes of determining any unutilized portion under such Basket.

(2) For purposes of determining the First Lien Net Leverage Ratio, Secured Net Leverage Ratio and the Total Net Leverage Ratio, the amount of Indebtedness and cash and Cash Equivalents shall reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

(3) The Administrative Agent or the applicable Issuing Bank, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating the amount of any L/C Obligations denominated in Canadian Dollars. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur.

SECTION 1.11 Letters of Credit. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of the stated amount of such Letter of Credit in effect at such time after giving effect to any automatic reductions to such stated amount pursuant to the terms of the applicable Letter of Credit after the occurrence of any applicable condition (including the expiration of any applicable period); provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuing Bank Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the amount of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

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SECTION 1.12 Designation of Lead Borrower. Each Borrower hereby designates the Lead Borrower as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of financial reports, receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with the Administrative Agent, any Issuing Bank or any Lender. The Lead Borrower hereby accepts such appointment. The Administrative Agent and the Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any Committed Loan Notice) delivered by the Lead Borrower on behalf of any other Borrower. The Administrative Agent and the Lenders may give any notice or communication with a Borrower hereunder to the Lead Borrower on behalf of such Borrower. Each of the Administrative Agent, the Issuing Banks and the Lenders shall have the right, in its discretion, to deal exclusively with the Lead Borrower for any or all purposes under the Loan Documents. Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by the Lead Borrower shall be binding upon and enforceable against it. Each Borrower acknowledges that all Obligations under the Revolving Facility with respect to any Borrower are joint and several between the Borrowers.

ARTICLE II

The Commitments and Borrowings

SECTION 2.01 The Loans.

(1) Term Borrowings. Subject to the terms and conditions set forth in Section 4.01 hereof, each Term Lender severally agrees to make to the U.S. Opco Borrower on the Closing Date one or more Closing Date Term Loans denominated in Dollars in an aggregate principal amount equal to such Term Lender’s Closing Date Term Loan Commitment on the Closing Date. Amounts borrowed under this Section 2.01(1) and repaid or prepaid may not be reborrowed. The Closing Date Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(2) Revolving Borrowings. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make loans denominated in Dollars from its applicable Lending Office (each such loan, a “Revolving Loan”) to the Borrowers from time to time, on any Business Day during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided that after giving effect to any Revolving Borrowing, the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus, in the case of each Lender other than the Swing Line Lender (in its capacity as such), such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans, shall not exceed such Lender’s Revolving Commitment. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(2), prepay under Section 2.05 and reborrow under this Section 2.01(2). Revolving Loans may be Base Rate Loans or Eurodollar Rate, as further provided herein.

SECTION 2.02 Borrowings, Conversions and Continuations of Loans.

(1) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Lead Borrower’s irrevocable notice, on behalf of any Borrower, to the Administrative Agent (provided that such notice in respect of any Credit Extension made in connection with any Permitted Acquisition or other transaction permitted under this Agreement may be conditioned on the closing of such Permitted Acquisition or other transaction, as applicable), which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice by the Lead Borrower must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Each Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (a) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans (or, solely in the case of the Closing Date Loans, not later

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than 1:00 p.m., New York time, one (1) Business Day prior to the Closing Date) and (b) on the requested date of any Borrowing of Base Rate Loans or any conversion of Eurodollar Rate Loans to Base Rate Loans. Except as provided in Sections 2.14, 2.15 and 2.16, each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1.0 million or a whole multiple amount of $250,000 in excess thereof. Except as provided in Sections 2.03(3), 2.04(3), 2.14, 2.15 and 2.16, each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple amount of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify

(i) whether the Lead Borrower is requesting a Term Borrowing, a Revolving Borrowing, a conversion of Term Loans or Revolving Loans from one Type to the other or a continuation of Eurodollar Rate Loans,

(ii) to which Borrower the applicable Revolving Borrowing is to be made,

(iii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day),

(iv) the principal amount of Loans to be borrowed, converted or continued,

(v) the Class and Type of Loans to be borrowed or to which existing Term Loans or Revolving Loans are to be converted,

(vi) if applicable, the duration of the Interest Period with respect thereto and

(vii) wire instructions of the account(s) to which funds are to be disbursed.

If the Lead Borrower fails to specify a Type of Loan to be made in a Committed Loan Notice, then the applicable Loans shall be made as Eurodollar Rate Loans with an Interest Period of one (1) month. If the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as the same Type of Loan, which, if a Eurodollar Rate Loan, shall have a one-month Interest Period. Any such automatic continuation of Eurodollar Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(2) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic continuation of Eurodollar Rate Loans or continuation of Loans described in Section 2.02(1). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than, in the case of Borrowing on the Closing Date, 10:00 a.m., New York time, and otherwise 2:00 p.m., New York time, on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4 for any Borrowing, the Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (a) crediting the account(s) of such Borrower on the books of the Administrative Agent with the amount of such funds or (b) wire transfer of such funds, in each case in accordance with instructions provided by the Lead Borrower to (and reasonably acceptable to) the Administrative Agent; provided that if on the date the Committed Loan Notice with respect to a Borrowing under a Revolving Facility is given by the Lead Borrower (other than with respect to the Closing Date Revolving Borrowing), there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to the applicable Borrower as provided above.

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(3) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan, unless the applicable Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent at the direction of the Required Facility Lenders under the applicable Facility may require by notice to the Lead Borrower that no Loans under such Facility may be converted to or continued as Eurodollar Rate Loans.

(4) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(5) After giving effect to all Term Borrowings, all Revolving Borrowings, all conversions of Term Loans or Revolving Loans from one Type to the other, and all continuations of Term Loans or Revolving Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the Lead Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or an amendment in respect of Replacement Loans, the number of Interest Periods otherwise permitted by this Section 2.02(5) shall increase by three (3) Interest Periods for each applicable Class so established.

(6) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

(7) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or, in the case of any Borrowing of Base Rate Loans, prior to 1:30 p.m., New York time, on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share and such other applicable share available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (2) above, and the Administrative Agent may, in reliance upon such assumption, make available to the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of (x) such Lender and (y) the applicable Borrower (or, in the case of a Revolving Borrowing, the Borrowers on a joint and several basis) severally agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Administrative Agent at (a) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (b) in the case of such Lender, the Overnight Rate plus any administrative, processing or similar fees customarily charged by the Administrative Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section 2.02(7) shall be conclusive in the absence of manifest error. If a Borrower and such Lender shall both pay all or any portion of the principal amount in respect of such Borrowing or interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of such Borrowing or interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any such payment by a Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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SECTION 2.03 Letters of Credit.

(1) The Letter of Credit Commitments.

(a) Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.03, (A) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit denominated in Dollars or Canadian Dollars for the account of the Borrowers (provided that any such Letter of Credit may be for the benefit of Holdings or any Subsidiary) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(2), and (B) to honor drawings under the Letters of Credit and (ii) the Revolving Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no Issuing Bank shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit, if as of the date of such L/C Credit Extension, (x) the Revolving Exposure of any Revolving Lender would exceed such Lender’s Revolving Commitment, (y) the Outstanding Amount of the L/C Obligations would exceed the L/C Sublimit or (z) the Outstanding Amount of the L/C Obligations of (i) Bank of America would exceed $8,333,334.00, (ii) JPMorgan would exceed $8,333,334.00, (iii) KeyBank National Association would exceed $4,166,666.00 or (iv) The Toronto-Dominion Bank would exceed $4,166,666.00. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. In accordance with Section 2.03(8), all Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(1).

(b) An Issuing Bank shall be under no obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct 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, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such Issuing Bank is not otherwise compensated hereunder);

(ii) subject to Section 2.03(2)(c), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless (A) each Appropriate Lender has approved of such expiration date or (B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;

(iii) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless (A) each Appropriate Lender has approved of such expiration date or (B) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank;

(iv) the issuance of such Letter of Credit would violate any policies of such Issuing Bank applicable to letters of credit generally; or

(v) any Revolving Lender is at that time a Defaulting Lender, unless such Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrowers or such Lender to eliminate such Issuing

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Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(c) An Issuing Bank shall be under no obligation to amend any Letter of Credit if (i) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(2) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Lead Borrower delivered to an Issuing Bank (with a copy to the Administrative Agent) in the form of a L/C Application, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Such L/C Application must be received by the relevant Issuing Bank and the Administrative Agent not later than 1:00 p.m., New York time, at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, or, in each case, such later date and time as the relevant Issuing Bank may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:

(i) the Person for whose account the requested Letter of Credit is to be issued;

(ii) the proposed issuance date of such Letter of Credit (which shall be a Business Day);

(iii) the amount and currency thereof;

(iv) the expiry date thereof;

(v) the name and address of the beneficiary thereof;

(vi) the documents to be presented by such beneficiary in case of any drawing thereunder;

(vii) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and

(viii) such other matters as the relevant Issuing Bank may reasonably request.

In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail reasonably satisfactory to the relevant Issuing Bank:

(A) the Letter of Credit to be amended;

(B) the proposed date of amendment thereof (which shall be a Business Day);

(C) the nature of the proposed amendment; and

(D) such other matters as the relevant Issuing Bank may reasonably request.

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(b) Promptly after receipt of any L/C Application, the relevant Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Application from the Lead Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant Issuing Bank of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower (or, if applicable, for the benefit of Holdings or any Subsidiary) or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage of the amount of such Letter of Credit.

(c) If the Lead Borrower so requests in any applicable L/C Application, the relevant Issuing Bank shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon by the relevant Issuing Bank and the Lead Borrower at the time such Letter of Credit is issued. Unless otherwise agreed in such Letter of Credit, the Lead Borrower shall not be required to make a specific request to the relevant Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the relevant Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the applicable L/C Expiration Date, unless the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank; provided that the relevant Issuing Bank shall not permit any such extension if (i) the relevant Issuing Bank has determined that it would have no obligation at such time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(1)(b) or otherwise) or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date from the Administrative Agent, any Revolving Lender or the Lead Borrower that one or more of the applicable conditions specified in Section 4.02 will not be satisfied on the applicable date of the Credit Extension.

(d) Promptly after issuance of any Letter of Credit or any amendment to a Letter of Credit, the relevant Issuing Bank will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(3) Drawings and Reimbursements; Funding of Participations.

(a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant Issuing Bank shall promptly notify the Lead Borrower and the Administrative Agent thereof (including the date on which such payment is to be made). Not later than 12:00 p.m. on the second Business Day (or, in the case of a Letter of Credit denominated in Canadian Dollars, five Business Days) immediately following any payment by an Issuing Bank under a Letter of Credit with notice to the Lead Borrower (each such date, an “Honor Date”), the Borrowers shall reimburse, or cause to be reimbursed, such Issuing Bank, in each case, through the Administrative Agent in an amount equal to the amount of such drawing. In the case of a Letter of Credit denominated in Canadian Dollars, the applicable Borrower shall reimburse the Issuing Bank in Canadian Dollars, unless (A) the Issuing Bank (at its option) shall have specified in such notice that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the applicable Borrower shall have notified the Issuing Bank promptly following receipt of the notice of drawing that applicable Borrower will reimburse the Issuing Bank in Dollars (and in each case the Issuing Bank shall notify the applicable Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof). In the event that a drawing denominated in Canadian Dollars is to be reimbursed in Dollars pursuant to the preceding sentence and the Dollar amount paid by the applicable Borrower shall not be adequate on the date of that payment to purchase in accordance with normal banking procedures a sum denominated in Canadian Dollars equal to the drawing, the applicable Borrower agrees, as a separate and

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independent obligation, to indemnify the Issuing Bank for the loss resulting from its inability on that date to purchase the Canadian Dollar in the full amount of the drawing; provided that, if such reimbursement is not made on the date of drawing, the Borrowers shall pay interest to the relevant Issuing Bank on such amount at the rate applicable to Base Rate Loans (without duplication of interest payable on L/C Borrowings). The relevant Issuing Bank shall notify the Lead Borrower of the amount of the drawing promptly following the determination thereof. If the Borrowers fail to so reimburse, or cause to be reimbursed, such Issuing Bank by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage thereof. In such event, in the case of an Unreimbursed Amount under a Letter of Credit, the Borrowers shall be deemed to have requested a Revolving Borrowing of Base Rate Loans in Dollars to be disbursed on the Honor Date in an amount equal to such Unreimbursed Amount (or, in the case of an Unreimbursed Amount denominated in Canadian Dollars, the Dollar Equivalent thereof), without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the requirements for the amount of the unutilized portion of the Revolving Commitments under the applicable Revolving Facility of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 2.03(3)(a) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(b) Each Appropriate Lender (including any Lender acting as an Issuing Bank) shall upon any notice pursuant to Section 2.03(3)(a) make funds available to the Administrative Agent for the account of the relevant Issuing Bank in Dollars at the Administrative Agent’s Office for payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(3)(c), each Appropriate Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrowers in such amount and, for the avoidance of doubt, the making of such Base Rate Loans in an aggregate amount equal to such Unreimbursed Amount (or, in the case of an Unreimbursed Amount denominated in Canadian Dollars, the Dollar Equivalent of such Unreimbursed Amount) shall satisfy the Borrowers’ reimbursement obligations with respect thereof. The Administrative Agent shall remit the funds so received to the relevant Issuing Bank.

(c) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the relevant Issuing Bank an L/C Borrowing in Dollars in the amount of such Unreimbursed Amount (or, in the case of an Unreimbursed Amount denominated in Canadian Dollars, the Dollar Equivalent of such Unreimbursed Amount) that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant Issuing Bank pursuant to Section 2.03(3)(b) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(d) Until each Appropriate Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(3) to reimburse the relevant Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the relevant Issuing Bank.

(e) Each Revolving Lender’s obligation to make Revolving Loans or L/C Advances to reimburse an Issuing Bank for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(3), shall be absolute and unconditional and shall not be affected by any circumstance, including

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(i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant Issuing Bank, the Borrowers or any other Person for any reason whatsoever;

(ii) the occurrence or continuance of a Default; or

(iii) any other occurrence, event or condition, whether or not similar to any of the foregoing;

provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(3) is subject to the conditions set forth in Section 4.02 (other than delivery by the Lead Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the relevant Issuing Bank for the amount of any payment made by such Issuing Bank under any Letter of Credit, together with interest as provided herein.

(f) If any Revolving Lender fails to make available to the Administrative Agent for the account of the relevant Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(3) by the time specified in Section 2.03(3)(b), such Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Issuing Bank at a rate per annum equal to the Overnight Rate from time to time in effect. A certificate of the relevant Issuing Bank submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(3)(f) shall be conclusive absent manifest error.

(4) Repayment of Participations.

(a) If, at any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Revolving Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(3), the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from a Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the amount received by the Administrative Agent.

(b) If any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 2.03(3)(a) or Section 2.03(3)(b) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such Issuing Bank in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such Issuing Bank its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Overnight Rate from time to time in effect. The Obligations of the Revolving Lenders under this Section 2.03(4)(b) shall survive the payment in full of the Obligations and the termination of this Agreement.

(5) Obligations Absolute. The obligation of the Borrowers to reimburse the relevant Issuing Bank for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(a) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

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(b) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(c) any draft, demand, certificate or other document presented under such 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; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(d) any payment by the relevant Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not comply with the terms of such Letter of Credit; or any payment made by the relevant Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(e) any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(f) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any Issuing Bank from liability to any Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by such Borrower to the extent permitted by applicable Law) suffered by such Borrower that are caused by acts or omissions by such Issuing Bank constituting gross negligence, bad faith or willful misconduct on the part of such Issuing Bank as determined in a final and non-appealable judgment by a court of competent jurisdiction.

(6) Role of Issuing Banks. Each Issuing Bank shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate or facsimile message, order or other document or telephone message signed, sent or made by any Person that such Issuing Bank reasonably believed to be genuine and correct and to have been signed, sent or made by the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by such Issuing Bank (which may include, at the Issuing Bank’s option, counsel to the Administrative Agent or the Borrowers). Each Lender and each Borrower agrees that, in paying any drawing under a Letter of Credit, the relevant Issuing Bank shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the Issuing Banks, any Related Person of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank shall be liable to any Lender for

(a) any action taken or omitted in connection herewith at the request or with the approval of the Lenders, the Required Lenders or the Required Facility Lenders in respect of the Revolving Commitments, as applicable;

(b) any action taken or omitted in the absence of gross negligence, bad faith or willful misconduct as determined in a final and non-appealable judgment by a court of competent jurisdiction; or

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(c) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or L/C Application.

Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude any Borrower from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the Issuing Banks, any Related Persons of such Issuing Banks, nor any of the respective correspondents, participants or assignees of any Issuing Bank, shall be liable or responsible for any of the matters described in clauses (a) through (f) of Section 2.03(5); provided that anything in such clauses to the contrary notwithstanding, a Borrower may have a claim against an Issuing Bank, and such Issuing Bank may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by such Borrower which such Borrower proves were caused by such Issuing Bank’s willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit, in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuing Bank shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a 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.

Each Revolving Lender shall, ratably in accordance with its Applicable Percentage, indemnify each Issuing Bank, its Related Persons and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ willful misconduct, bad faith or gross negligence or such Issuing Bank’s willful or grossly negligent, or bad faith, failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction) that such indemnitees may suffer or incur in connection with this Section 2.03 or any action taken or omitted to be taken by such indemnitees hereunder.

(7) Cash Collateral. Subject to Section 2.17(1)(d), if

(a) as of any L/C Expiration Date, any applicable Letter of Credit may for any reason remain outstanding and partially or wholly undrawn,

(b) any Event of Default occurs and is continuing and the Administrative Agent, upon the direction of the Required Facility Lenders in respect of the Revolving Facility, requires the Borrowers to Cash Collateralize the L/C Obligations pursuant to Section 8.02 or

(c) an Event of Default set forth under Section 8.01(6) occurs and is continuing,

the Borrowers in each case will Cash Collateralize, or cause to be Cash Collateralized, the then Outstanding Amount of all relevant L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such Event of Default or the applicable L/C Expiration Date, as the case may be), and shall do so not later than 2:00 p.m. on (i) in the case of the immediately preceding clauses (a) or (b), (x) the Business Day that the Lead Borrower receives notice thereof, if such notice is received on such day prior to 12:00 p.m. or (y) if clause (x) above does not apply, the Business Day immediately following the day that the Lead Borrower receives such notice and (ii) in the case of the immediately preceding clause (c), the Business Day on which an Event of Default set forth under Section 8.01(6) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent or the applicable Issuing Bank, the Borrowers will Cash Collateralize all Fronting Exposure (after giving effect to Section 2.17(1)(d) and any Cash Collateral provided by the Defaulting Lender). Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the Revolving Lenders, a security interest in all such Cash Collateral. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be

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invested in readily available Cash Equivalents selected by the Administrative Agent in its sole discretion. If at any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim of any Person other than the Loan Parties or the Administrative Agent (in its capacity as the depository bank and on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all relevant L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay, or cause to be paid, to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (A) such aggregate Outstanding Amount over (B) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant Issuing Bank. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such relevant L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall promptly be refunded to the Borrowers. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any Letter of Credit pursuant to this Section 2.03(7) is cured or otherwise waived, then so long as no other Event of Default has occurred and is continuing, the amount of any Cash Collateral pledged to Cash Collateralize such Letter of Credit shall promptly be refunded to the Borrowers.

(8) Existing Letters of Credit. All letters of credit listed on Schedule 2.03(8) (each, an “Existing Letter of Credit”) issued for the account of Holdings, any Borrower or any Restricted Subsidiary and outstanding on the Closing Date and issued by an entity that is an Issuing Bank under this Agreement, which, by its execution of this Agreement, has agreed to act as an Issuing Bank hereunder, shall automatically be continued hereunder on the Closing Date by such Issuing Bank, and as of the Closing Date the Revolving Lenders shall acquire a participation therein as if such Existing Letter of Credit were issued hereunder, and each such Existing Letter of Credit shall be deemed a Letter of Credit for all purposes of this Agreement as of the Closing Date without any further action by any Loan Party.

(9) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender for the applicable Revolving Facility in accordance with its Applicable Percentage, a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Rate” times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount decreases or increases periodically pursuant to the terms of such Letter of Credit); provided, however, that any Letter of Credit fees otherwise payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.17(1)(d), with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account. Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. If there is any change in the Applicable Rate set forth in the “Eurodollar Rate and Letter of Credit Fees” column of the chart in the definition of “Applicable Rate” during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(10) Fronting Fee and Documentary and Processing Charges Payable to Issuing Banks. The Borrowers shall pay directly to each Issuing Bank for its own account a fronting fee with respect to each Letter of Credit issued by such Issuing Bank equal to 0.125% per annum (or such other lower amount as may be mutually agreed by the Lead Borrower and the applicable Issuing Bank) of the maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases or decreases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed with such Issuing Bank. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand. In addition, the Borrowers shall pay, or cause to be paid, directly to each

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Issuing Bank for its own account with respect to each Letter of Credit issued by such Issuing Bank the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(11) Conflict with L/C Application. Notwithstanding anything else to the contrary in this Agreement or any L/C Application, in the event of any conflict between the terms hereof and the terms of any L/C Application, the terms hereof shall control.

(12) Addition of an Issuing Bank. There may be one or more Issuing Banks under this Agreement from time to time. After the Closing Date, a Revolving Lender reasonably acceptable to the Lead Borrower and the Administrative Agent may become an additional Issuing Bank hereunder pursuant to a written agreement among the Lead Borrower, the Administrative Agent and such Revolving Lender. The Administrative Agent shall notify the Revolving Lenders of any such additional Issuing Bank.

(13) Provisions Related to Extended Revolving Commitments. If the L/C Expiration Date in respect of any Class of Revolving Commitments occurs prior to the expiry date of any Letter of Credit, then (a) if consented to by the Issuing Bank which issued such Letter of Credit, if one or more other Classes of Revolving Commitments in respect of which the L/C Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.03(3) and (4)) under (and ratably participated in by Revolving Lenders pursuant to) the Revolving Commitments in respect of such non-terminating Classes up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (b) to the extent not reallocated pursuant to immediately preceding clause (a) and unless provisions reasonably satisfactory to the applicable Issuing Bank for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrowers shall, on or prior to the applicable Maturity Date, cause all such Letters of Credit to be replaced and returned to the applicable Issuing Bank undrawn and marked “cancelled” or to the extent that the Borrowers are unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be backstopped by a “back to back” letter of credit reasonably satisfactory to the applicable Issuing Bank or the Borrowers shall Cash Collateralize any such Letter of Credit in accordance with Section 2.03(7).

(14) Letter of Credit Reports. For so long as any Letter of Credit issued by an Issuing Bank that is not the Administrative Agent is outstanding, such Issuing Bank shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with respect to any such Letter of Credit, a report in the form of Exhibit R-1, appropriately completed with the information for every outstanding Letter of Credit issued by such Issuing Bank.

(15) Letters of Credit Issued for Holdings and Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, Holdings or a Subsidiary, the Borrowers shall be obligated to reimburse, or cause to be reimbursed, the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Holdings or any of its Subsidiaries inures to the benefit of such Borrower, and that such Borrower’s businesses derives substantial benefits from the businesses of Holdings and each Subsidiary.

(16) Applicability of ISP and UCP. Unless otherwise expressly agreed by the relevant Issuing Bank and the Lead Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.

SECTION 2.04 Swing Line Loans.

(1) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender agrees to make revolving credit loans in Dollars to the Borrowers (each such loan, a “Swing Line Loan”), from time to time on any Business Day during the period beginning on the Business Day after the Closing Date and until the Maturity Date of the Revolving Facility in an aggregate amount not to exceed at any time outstanding the amount of

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the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Revolving Commitment; provided that, after giving effect to any Swing Line Loan, the aggregate Revolving Exposure shall not exceed the Aggregate Revolving Loan Commitments. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan will be obtained or maintained as a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(2) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender, which may be given by: (A) telephone, or (B) a Swing Line Loan Notice; provided that any telephonic notice by the Lead Borrower must be confirmed immediately by delivery to the Swing Line Lender of a Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower, together with substantially simultaneous notice (by telephone or in writing) to the Administrative Agent. Each such Swing Line Loan Notice must be received by the Swing Line Lender not later than 2:00 p.m., New York time, on the requested Borrowing date and shall specify (a) by which Borrower the applicable Swing Line Borrowing is to be made, (b) the amount to be borrowed, which shall be a minimum of $100,000, and (c) the requested Borrowing date, which shall be a Business Day. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender) prior to 3:00 p.m., New York time, on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(1), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m., New York time, on the Borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Lead Borrower to eliminate the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)) with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Applicable Percentage of the outstanding Swing Line Loans. The Borrowers shall be liable for each Swing Line Loan.

(3) Repayment or Refinancing of Swing Line Loans.

(a) The Swing Line Lender at any time in its sole and absolute discretion may request, by written notice to the Lead Borrower, the Administrative Agent and the Revolving Lenders, on behalf of the Lead Borrower (which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans of the Borrowers then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but not in excess of the unutilized portion of the Aggregate Revolving Loan Commitments and subject to the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Lead Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m., New York time, on the date specified in such Committed Loan Notice, whereupon, subject to Section 2.04(3)(b), each Revolving Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

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(b) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Borrowing in accordance with Section 2.04(3)(a) (including as a result of a proceeding under any Debtor Relief Law), the request for Base Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(3)(a) shall be deemed payment in respect of such participation.

(c) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(3) by the time specified in Section 2.04(3)(a), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Overnight Rate from time to time in effect. If such Revolving Lender pays such amount, the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive absent manifest error.

(d) Each Revolving Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(3) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(3) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay the applicable Swing Line Loans, together with interest as provided herein.

(e) At any time that there shall exist a Defaulting Lender, immediately upon the request of the relevant Swing Line Lender, the Borrowers will prepay Swing Line Loans in amount equal to the relevant Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(1)(d)).

(f) Swing Line Reports. For so long as there is any Swing Line Lender other than the Administrative Agent, such Swing Line Lender shall deliver to the Administrative Agent on the last Business Day of each calendar month, and on each date that the funding or repayment of a Swing Line Loan by such Swing Line Lender occurs with respect to any such Swing Line Loan, a report in the form of Exhibit R-2, appropriately completed with the information for every Swing Line Loan made by such Swing Line Lender.

(4) Repayment of Participations.

(a) At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(b) If any payment received by the relevant Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by such Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to such Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Overnight Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender. The obligations of the Revolving Lenders under this clause (4)(b) shall survive the payment in full of the Obligations and the termination of this Agreement.

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(5) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Lead Borrower for interest on the Swing Line Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(6) Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender with notice to the Administrative Agent; provided that no such notice shall be required in the event that the Swing Line Lender is also the Administrative Agent.

(7) Provisions Related to Extended Revolving Commitments. If the Maturity Date shall have occurred in respect of any Class of Revolving Commitments (the “Expiring Credit Commitment”) at a time when another Class or Classes of Revolving Commitments is or are in effect with a later Maturity Date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the applicable Swing Line Lender, on the earliest occurring Maturity Date such Swing Line Loan shall be deemed reallocated to the Class or Classes of the Non-Expiring Credit Commitments on a pro rata basis; provided that (a) to the extent that the amount of such reallocation would cause the aggregate credit exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such reallocation (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(13)) the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid and (b) notwithstanding the foregoing, if a Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the Maturity Date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the Maturity Date of the Expiring Credit Commitment.

(8) Addition of a Swing Line Lender. A Revolving Lender reasonably acceptable to the Lead Borrower and the Administrative Agent may become an additional Swing Line Lender hereunder pursuant to a written agreement among the Borrowers, the Administrative Agent and such Revolving Lender (which agreement shall include the Swing Line Sublimit for such additional Swing Line Lender). The Administrative Agent shall notify the Revolving Lenders of any such additional Swing Line Lender.

SECTION 2.05 Prepayments.

(1) Optional.

(a) Any Borrower may, upon notice to the Administrative Agent by the Lead Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty; provided that

(i) such notice must be received by the Administrative Agent not later than 1:00 p.m., New York time, (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans;

(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1.0 million or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and

(iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding.

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Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(1), the Lead Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(b) Any Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) by the Lead Borrower, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m., New York time, on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple amount of $50,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Lead Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.05(1)(a) or 2.05(1)(b) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall be set forth in the notice referenced in clause (a) above and not be consummated or shall otherwise be delayed.

(d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined at the discretion of the Lead Borrower and specified in the notice of prepayment. Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Lead Borrower. For the avoidance of doubt, any Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Lead Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Lead Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro-rata basis among Term Loan Classes.

(e) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Loans or Swing Line Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) only shall be prepaid without premium or penalty on the following basis:

(A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(1)(e) and without premium or penalty.

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(B) (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

(2) Each Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

(3) If there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term Loans pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (2) above; provided that if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the applicable Borrower Party and such Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

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(C) (1) Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”), the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid by such Borrower Party (it being understood that different Discount Ranges or Discount Range Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable Class or Classes and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C). The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by the Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Term Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (3)) at the Applicable Discount (each such Term Lender, a “Participating Lender”).

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(3) If there is at least one Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the Classes specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Applicable Discount and the aggregate principal amount and Classes of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and Classes of such Term Lender to be prepaid at the Applicable Discount on such date and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Borrower Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

(D) (1) Any Borrower Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice (or such later notice specified therein); provided that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender or (y) each Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the Class or Classes of Term Loans the applicable Borrower Party is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(1)(e)(D)), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million in excess thereof and (IV) unless rescinded, each such solicitation by the applicable Borrower Party shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such notice to such Term Lenders (the “Solicited Discounted Prepayment Response Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date and (z) specify both a discount to par (the “Offered Discount”) at which such Term Lender is willing to allow prepayment of its then outstanding Term Loan and the maximum aggregate principal amount and Classes of such Term Loans (the “Offered Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.

(2) The Auction Agent shall promptly provide the relevant Borrower Party with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Such Borrower Party shall review all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified

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by the relevant responding Term Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the applicable Borrower Party (the “Acceptable Discount”), if any. If the applicable Borrower Party elects to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by such Borrower Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this subsection (2) (the “Acceptance Date”), the applicable Borrower Party shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the applicable Borrower Party by the Acceptance Date, such Borrower Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine (with the consent of such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the Classes of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the relevant Borrower Party at the Acceptable Discount in accordance with this Section 2.05(1)(e)(D). If the applicable Borrower Party elects to accept any Acceptable Discount, then such Borrower Party agrees to accept all Solicited Discounted Prepayment Offers received by the Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Term Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro-rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The applicable Borrower Party will prepay outstanding Term Loans pursuant to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of the Classes specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Borrower Party of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the Classes to be prepaid to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the Classes of such Term Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Borrower Party and Term Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to such Borrower Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J) below).

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(E) In connection with any Discounted Term Loan Prepayment, the Borrower Parties and the Term Lenders acknowledge and agree that the Auction Agent may require, as a condition to the applicable Discounted Term Loan Prepayment, the payment of customary fees and expenses from a Borrower Party to such Auction Agent for its own account in connection therewith.

(F) If any Term Loan is prepaid in accordance with subsections (B) through (D) above, a Borrower Party shall prepay such Term Loans on the Discounted Prepayment Effective Date. The relevant Borrower Party shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 12:00 p.m., New York time, on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the relevant Class(es) of Term Loans and Lenders as specified by the applicable Borrower Party in the applicable offer. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(1)(e) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, and shall be applied to the relevant Term Loans of such Lenders in accordance with their respective applicable share as calculated by the Auction Agent in accordance with this Section 2.05(1)(e) and, if the Administrative Agent is not the Auction Agent, the Administrative Agent shall be fully protected in relying on such calculations of the Auction Agent. The aggregate principal amount of the Classes and installments of the relevant Term Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the Classes of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment. In connection with each prepayment pursuant to this Section 2.05(1)(e), the relevant Borrower Party shall make a customary representation to the assigning or assignee Term Lenders, as applicable, that it does not possess material non-public information (or material information of the type that would not be public if Holdings or any Parent Company were a publicly reporting company) with respect to Holdings and its Subsidiaries that either (1) has not been disclosed to the Term Lenders generally (other than Term Lenders that have elected not to receive such information) or (2) if not disclosed to the Term Lenders, would reasonably be expected to have a material effect on, or otherwise be material to (A) a Term Lender’s decision to participate in any such Discounted Term Loan Prepayment or (B) the market price of such Term Loans, or shall make a statement that such representation cannot be made.

(G) To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.05(1)(e), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the applicable Borrower Party.

(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(1)(e), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next succeeding Business Day.

(I) Each of the Borrower Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 2.05(1)(e) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Term Loan Prepayment provided for in this Section 2.05(1)(e) as well as activities of the Auction Agent.

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(J) Each Borrower Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date, Discount Range Prepayment Response Date or Solicited Discounted Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Borrower Party to make any prepayment to a Lender, as applicable, pursuant to this Section 2.05(1)(e) shall not constitute a Default or Event of Default under Section 8.01 or otherwise).

(2) Mandatory.

(a) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(1) and the related Compliance Certificate has been delivered pursuant to Section 6.02(1), commencing with the delivery of financial statements for the fiscal year ended December 30, 2017, the U.S. Opco Borrower shall, subject to clauses (g) and (h) of this Section 2.05(2), prepay, or cause to be prepaid, an aggregate principal amount of Term Loans (the “ECF Payment Amount”) equal to 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus the sum of all voluntary prepayments of

(i) Term Loans made pursuant to Sections 2.05(1)(a) and 2.05(1)(e) (in an amount, in the case of prepayments pursuant to Section 2.05(1)(e), equal to the discounted amount actually paid in respect of the principal amount of such Term Loans and only to the extent that such Loans have been cancelled),

(ii) Credit Agreement Refinancing Indebtedness and Permitted Incremental Equivalent Debt, in each case to the extent secured in whole or in part on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies),

(iii) Revolving Loans and loans under any other revolving facility that is secured, in whole or in part, on a pari passu basis with the First Lien Obligations under this Agreement (but without regard to the control of remedies) (in each case of this clause (iii) (and with respect to any revolving facility under clause (ii) above), to the extent accompanied by a permanent reduction in the corresponding Revolving Commitments or other revolving commitments), and

(iv) Second Lien Loans (including, for the avoidance of doubt, pursuant to any AHYDO Payments in respect thereof),

in the case of each of the immediately preceding clauses (i), (ii), (iii) and (iv), made during such fiscal year (without duplication of any prepayments in such fiscal year that reduced the amount of Excess Cash Flow required to be repaid pursuant to this Section 2.05(2)(a) for any prior fiscal year) or after the fiscal year-end but prior to the date a prepayment pursuant to this Section 2.05(2)(a) is required to be made in respect of such fiscal year and in each case to the extent such prepayments are not funded with the proceeds of Funded Debt (other than any Indebtedness under a Revolving Facility or any other revolving credit facilities); provided that (w) a prepayment of Term Loans pursuant to this 2.05(2)(a) in respect of any fiscal year shall only be required in the amount (if any) by which the ECF Payment Amount for such fiscal year exceeds $5.0 million, (x) the ECF Percentage shall be 25% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 3.25 to 1.00 and greater than 2.75 to 1.00 and (y) the ECF Percentage shall be 0% if the First Lien Net Leverage Ratio as of the end of the fiscal year covered by such financial statements was less than or equal to 2.75 to 1.00.

(A) If at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is required to Discharge Other Applicable Indebtedness with Other Applicable ECF pursuant to the terms of the documentation governing such Indebtedness, then such Borrower (or such Restricted Subsidiary) may apply such portion of

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Excess Cash Flow otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(a) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(a) shall be reduced accordingly (provided that the portion of such Excess Cash Flow allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable ECF required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Excess Cash Flow shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a)); and

(B) To the extent the lenders or holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of Excess Cash Flow, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(a).

(b) (i) If (x) Holdings, any Borrower or any Restricted Subsidiary makes an Asset Sale or (y) any Casualty Event occurs, which in each case results in the realization or receipt by such Borrower or such Restricted Subsidiary of Net Proceeds, the Borrowers shall prepay, or cause to be prepaid, on or prior to the date which is five (5) Business Days after the date of the realization or receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds, subject to clause (ii) of this Section 2.05(2)(b) and clauses (2)(g) and (h) of this Section 2.05, an aggregate principal amount of Term Loans equal to 100% of all Net Proceeds realized or received; provided that no prepayment shall be required pursuant to this Section 2.05(2)(b)(i) with respect to such portion of such Net Proceeds that the Lead Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest (or entered into a binding commitment to reinvest) in accordance with Section 2.05(2)(b)(ii); provided further that

(A) if at the time that any such prepayment would be required, any Borrower (or any Restricted Subsidiary) is required to Discharge any Other Applicable Indebtedness with Other Applicable Net Proceeds pursuant to the terms of the documentation governing such Indebtedness, then such Borrower (or such Restricted Subsidiary) may apply such Net Proceeds otherwise required to repay the Term Loans pursuant to this Section 2.05(2)(b)(i) on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness requiring such Discharge at such time), to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(2)(b)(i) shall be reduced accordingly (provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Other Applicable Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof and the remaining amount, if any, of such portion of Net Proceeds shall be allocated to the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i));

(B) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid with such portion of such Net Proceeds, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Term Loans to the extent required in accordance with the terms of this Section 2.05(2)(b)(i).

(ii) With respect to any Net Proceeds realized or received with respect to any Asset Sale or any Casualty Event, any of Holdings, any Borrower or any Restricted Subsidiary, at its option, may reinvest all or any portion of such Net Proceeds in assets useful for their business within (x) twelve (12) months following receipt of such Net Proceeds or (y) if Holdings, such Borrower or such Restricted

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Subsidiary enters into a legally binding commitment to reinvest such Net Proceeds within twelve (12) months following receipt thereof, no later than one hundred eighty (180) days following the end of such twelve (12)-month period; provided that if any Net Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (g) and (h) of this Section 2.05(2), an amount equal to any such Net Proceeds shall be applied within five (5) Business Days after the Lead Borrower reasonably determines that such Net Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Term Loans as set forth in this Section 2.05.

(c) Prior to a Second Lien Discharge Event, any mandatory prepayments of the Second Lien Loans (or any Refinancing Indebtedness in respect thereof) that would otherwise be required, at such time, to be applied to the Second Lien Loans (or Refinancing Indebtedness in respect thereof) pursuant to Section 2.05(b) of the Second Lien Credit Agreement (or any similar provision of any Refinancing Indebtedness in respect thereof) (in each case, after giving effect to any applicable reinvestment rights set forth therein) shall instead be applied to the Term Loans in accordance with, and to the extent required by, the terms of this Section 2.05(2) without giving any effect to the reinvestment rights set forth herein.

(d) If any Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (i) not expressly permitted to be incurred or issued pursuant to Section 7.02 or (ii) that constitutes Other Loans or Credit Agreement Refinancing Indebtedness, in each case, incurred or issued to refinance any Class (or Classes) of Term Loans resulting in Net Proceeds (as opposed to such Credit Agreement Refinancing Indebtedness or Other Loans arising out of an exchange of existing Term Loans for such Credit Agreement Refinancing Indebtedness or Other Loans), the U.S. Opco Borrower shall prepay, or cause to be prepaid, an aggregate principal amount of Term Loans of in the case of clause (i), all Classes on a pro rata basis and in the case of clause (ii), the applicable Class or Classes being refinanced equal to 100% of all Net Proceeds received therefrom upon the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.

(e) (Except as otherwise set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment, each prepayment of Term Loans required by Sections 2.05(2)(a), (b), (c) and (d)(i) shall be allocated to all Classes of Term Loans outstanding, shall be applied pro rata to Term Lenders within all such Classes of Term Loans, based upon the outstanding principal amounts owing to each such Term Lender under such Class of Term Loans and shall be applied to reduce such remaining scheduled installments of principal within such Class of Term Loans as directed the Lead Borrower or, absent such direction, in direct order of maturity.

(f) If for any reason the amount of Total Revolving Outstandings at any time exceeds the Aggregate Revolving Loan Commitments then in effect, the Borrowers shall promptly prepay Revolving Loans and Swing Line Loans or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(2)(f) unless after the prepayment in full of the Revolving Loans and Swing Line Loans (as applicable) the aggregate Outstanding Amount of L/C Obligations exceeds the Aggregate Revolving Loan Commitments then in effect.

(g) The Lead Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (a) through (d) of this Section 2.05(2) at least three (3) Business Days prior to the date of such prepayment (or in the case of clause (d)(i) same day notice) (provided that, in the case of clause (d)(ii) of this Section 2.05(2), the Lead Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing of all or any portion of the applicable Facility or other conditional event set forth in the applicable notice, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the aggregate amount of such prepayment to be made by each applicable Borrower. The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Lead Borrower’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

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Each Term Lender may reject all or a portion of its Pro Rata Share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of Term Loans required to be made pursuant to clauses (a), (b) or (c) of this Section 2.05(2) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Lead Borrower no later than 5:00 p.m., New York time, two (2) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining shall be retained by the applicable Borrower (or the applicable Restricted Subsidiary) and may be applied by such Borrower or such Restricted Subsidiary in any manner not prohibited by this Agreement.

(h) Notwithstanding any other provisions of this Section 2.05(2), (A) to the extent that any or all of the Net Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.05(2)(b) (a “Foreign Asset Sale”), the Net Proceeds of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or all or a portion of Excess Cash Flow are prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this Section 2.05(2) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law will not permit repatriation to the United States (each Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, an amount equal to such Net Proceeds or Excess Cash Flow permitted to be repatriated will be promptly (and in any event not later than two (2) Business Days after any such repatriation) applied (net of additional taxes that are or would be payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(2) to the extent otherwise provided herein and (B) to the extent that the Lead Borrower has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Asset Sale or Foreign Casualty Event or Excess Cash Flow would have a material adverse tax consequence (taking into account any foreign tax credit or benefit actually realized in connection with such repatriation) with respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary.

(i) All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05.

Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, any Borrower may, in its discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from U.S. Opco Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from U.S. Opco Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by U.S. Opco Borrower for all purposes under this Agreement.

SECTION 2.06 Termination or Reduction of Commitments.

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(1) Optional. The Lead Borrower may, upon written notice by the Lead Borrower to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that

(a) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction,

(b) any such partial reduction shall be in an aggregate amount of $5.0 million or any whole multiple of $1.0 million in excess thereof or, if less, the entire amount thereof and

(c) if, after giving effect to any reduction of the Commitments, the L/C Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Facility, such sublimit shall be automatically reduced by the amount of such excess.

Except as provided above, the amount of any such Revolving Commitment reduction shall not be applied to the L/C Sublimit or Swing Line Sublimit unless otherwise specified by the Lead Borrower. Notwithstanding the foregoing, the Lead Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all of the applicable Facility or other conditional event, which refinancing or other conditional event set forth in such notice shall not be consummated or shall otherwise be delayed.

(2) Mandatory. The Closing Date Term Loan Commitment of each Term Lender on the Closing Date shall be automatically and permanently reduced to $0 upon the making of such Lender’s Closing Date Term Loans to the U.S. Opco Borrower pursuant to Section 2.01(1). The Revolving Commitment of each Revolving Lender shall automatically and permanently terminate on the Maturity Date for the applicable Revolving Facility.

(3) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the L/C Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 3.07). Any commitment fees accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination.

SECTION 2.07 Repayment of Loans.

(1) Term Loans. The U.S. Opco Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (a) on the last Business Day of each March, June, September and December, commencing with the last Business Day of March, 2017, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Closing Date Term Loans outstanding on the Closing Date (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (b) on the Maturity Date for the Closing Date Term Loans, the aggregate principal amount of all Closing Date Term Loans outstanding on such date. In connection with any Incremental Term Loans that constitute part of the same Class as the Closing Date Term Loans, the Lead Borrower and the Administrative Agent shall be permitted to adjust the rate of prepayment in respect of such Class such that the Term Lenders holding Closing Date Term Loans comprising part of such Class continue to receive a payment that is not less than the same Dollar amount that such Term Lenders would have received absent the incurrence of such Incremental Term Loans.

(2) Revolving Loans. The Borrowers shall repay, on a joint and several basis, to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for the applicable Revolving Facility the aggregate principal amount of all Revolving Loans under such Facility outstanding on such date.

(3) Swing Line Loans. The Borrowers shall repay, on a joint and several basis, the aggregate principal amount of each Swing Line Loan on the earlier to occur of (a) the date five (5) Business Days after such Loan is made and (b) the Maturity Date for the applicable Revolving Facility.

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SECTION 2.08 Interest.

(1) Subject to the provisions of Section 2.08(2), (a) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period, plus the Applicable Rate, (b) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate, plus the Applicable Rate and (c) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate, plus the Applicable Rate for Revolving Loans.

(2) During the continuance of a Default under Section 8.01(1), the Borrowers shall pay interest on past due amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(3) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

SECTION 2.09 Fees.

(1) Commitment Fee. The Borrowers agree to pay, on a joint and several basis, to the Administrative Agent for the account of each Revolving Lender under each Revolving Facility in accordance with its Applicable Percentage, a commitment fee equal to the applicable Commitment Fee Rate times the actual daily amount by which the Aggregate Revolving Loan Commitments exceed the sum of (a) the Outstanding Amount of Revolving Loans (for the avoidance of doubt, excluding any Swing Line Loans) and (b) the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender under such Revolving Facility during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrowers so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrowers prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments under any Revolving Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Commitment shall accrue at all times from the Closing Date (or date of initial effectiveness, as applicable) until the Maturity Date for the applicable Revolving Commitment, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each of March, June, September and December, commencing with the last Business Day of December, 2016, and on the Maturity Date for such Revolving Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Commitment Fee Rate separately for each period during such quarter that such Commitment Fee Rate was in effect.

(2) Other Fees. The Borrowers shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the applicable Borrower and the applicable Agent).

SECTION 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans based on the “prime rate” shall be made on the basis of a year of 365 days or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(1), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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SECTION 2.11 Evidence of Indebtedness.

(1) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent, as set forth in the Register, in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(2) In addition to the accounts and records referred to in Section 2.11(1), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(3) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(1) and (2), and by each Lender in its account or accounts pursuant to Sections 2.11(1) and (2), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of any Borrower under this Agreement and the other Loan Documents.

SECTION 2.12 Payments Generally.

(1) All payments to be made by any Borrower hereunder shall be made in Dollars (except as otherwise expressly provided herein) without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by any Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office for payment and in Same Day Funds not later than 2:00 p.m., New York time, on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. Any payments under this Agreement that are made later than 2:00 p.m., New York time, shall be deemed to have been made on the next succeeding Business Day (but the Administrative Agent may extend such deadline for purposes of computing interest and fees (but not beyond the end of such day) in its sole discretion whether or not such payments are in process).

(2) If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(3) Unless any Borrower or any Lender has notified the Administrative Agent, prior to the date (or in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m., New York time, on the date of such Borrowing) on which any payment is required to be made by it to the Administrative Agent hereunder (in the case of any Borrower, for the account of any Lender or an Issuing Bank hereunder or, in the case of the Lenders, for the account

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of any Issuing Bank, Swing Line Lender or any Borrower hereunder), that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(a) if a Borrower failed to make such payment, each Lender or Issuing Bank shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender or Issuing Bank in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender or Issuing Bank to the date such amount is repaid to the Administrative Agent in Same Day Funds at the Overnight Rate from time to time in effect; and

(b) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the applicable Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrowers, and the Borrowers shall pay such amount, or cause such amount to be paid, to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or any Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this Section 2.12(3) shall be conclusive, absent manifest error.

(c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Section 4.02 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or fund any participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(f) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03 (or otherwise expressly set forth herein). If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and (ii) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

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SECTION 2.13 Sharing of Payments. Other than as expressly provided elsewhere herein, if any Lender of any Class shall obtain payment in respect of any principal of or interest on account of the Loans of such Class made by it or the participations in L/C Obligations and Swing Line Loans held by it (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (1) notify the Administrative Agent of such fact, and (2) purchase from the other Lenders such participations in the Loans of such Class made by them or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal of or interest on such Loans of such Class or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (a) the amount of such paying Lender’s required repayment to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this Section 2.13 shall not be construed to apply to (i) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of clause (3) of the definition of “Excluded Taxes”, any participation acquired by a Lender pursuant to this Section 2.13 shall be treated as having been acquired on the earlier date(s) on which the applicable interest(s) in the Commitment(s) or Loan(s) to which such participation relates were acquired by such Lender.

SECTION 2.14 Incremental Facilities.

(1) Incremental Loan Request. The Lead Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent (an “Incremental Loan Request”), request (A) one or more new commitments which may be of the same Class as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan Increase, the “Incremental Term Commitments”) and/or (B) one or more increases in the amount of the Revolving Commitments (a “Revolving Commitment Increase”) or the establishment of one or more new revolving credit commitments (each, an “Incremental Revolving Facility” and, collectively with any Revolving Commitment Increases, the “Incremental Revolving Commitments” and any Incremental Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders. Each Incremental Loan Request from the Lead Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Commitments or Incremental Revolving Commitments.

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(2) Incremental Loans. Any Incremental Term Loans or Incremental Revolving Commitments effected through the establishment of one or more new term loans or new revolving credit commitments, as applicable, made on an Incremental Facility Closing Date (other than a Loan Increase) shall be designated a separate Class of Incremental Term Loans or Incremental Revolving Commitments, as applicable, for all purposes of this Agreement. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Term Lender of such Class shall make a Loan to the U.S. Opco Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Commitments of any Class are effected through the establishment of one or more new revolving credit commitments (including through any Revolving Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Lender of such Class shall make its Commitment available to the Borrowers (when borrowed, an “Incremental Revolving Loan” and collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving Commitment of such Class and (ii) each Incremental Revolving Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Commitment of such Class and the Incremental Revolving Loans of such Class made pursuant thereto.

(3) Incremental Lenders. Incremental Term Loans may be made, and Incremental Revolving Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation to make any Incremental Commitment (or Incremental Loan), nor will any Borrower have any obligation to approach any existing Lenders to provide any Incremental Commitment (or Incremental Loan)) or by any Additional Lender (each such existing Lender or Additional Lender providing such Loan or Commitment, an “Incremental Term Lender” or “Incremental Revolving Lender”, as applicable, and, collectively, the “Incremental Lenders”); provided that the Administrative Agent or, in the case of any Incremental Revolving Commitments only, each Swing Line Lender and each Issuing Bank, shall have consented (in each case, not to be unreasonably withheld or delayed) to such Additional Lender’s making such Incremental Term Loans or providing such Incremental Revolving Commitments to the extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Commitments, as applicable, to such Additional Lender.

(4) Effectiveness of Incremental Amendment. The effectiveness of any Incremental Amendment and the availability of any initial credit extensions thereunder shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions:

(a) (x) no Event of Default shall exist after giving effect to such Incremental Commitments; provided that, with respect to any Incremental Amendment the primary purpose of which is to finance an acquisition or other Investment permitted by this Agreement, the requirement pursuant to this clause (4)(a)(x) shall be that no Event of Default under Section 8.01(1) or, solely with respect to Holdings or any Borrower, Section 8.01(6) shall exist after giving effect to such Incremental Commitments, and (y) the representations and warranties of the Borrowers contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Incremental Amendment (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates); provided that, in connection with an acquisition or other Investment permitted hereunder, the condition in this clause (y) shall only be required to the extent requested by the Persons providing the applicable Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be (provided further that, in the case of any such acquisition or other Investment, the condition contained in this clause (y) with respect to Specified Representations shall be required whether or not requested by such Persons, unless waived in accordance with Section 10.01);

(b) each Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of this Section 2.14(4)) and each Incremental Revolving Commitment shall be in an aggregate principal amount that is not less than $5.0 million (provided that such amount may be less than $5.0 million if such amount represents all remaining availability under the limit set forth in clause (c) of Section 2.14(4));

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(c) the aggregate principal amount of Incremental Term Loans and Incremental Revolving Commitments shall not at any time, together with the aggregate principal amount of Permitted Incremental Equivalent Debt, exceed the sum of (A) (1) the Incremental Starter Amount in effect at such time plus (2) the aggregate amount of (x) voluntary prepayments of Term Loans, Incremental Term Loans and Permitted Incremental Equivalent Debt (other than Permitted Incremental Equivalent Debt consisting of revolving credit facilities) (including purchases of the Loans or Permitted Incremental Equivalent Debt by Holdings, any Borrower or any Subsidiary at or below par, in which case the amount of voluntary prepayments of such Loans or Permitted Equivalent Debt shall be deemed not to exceed the actual purchase price of such Loans or Permitted Equivalent Debt below par), in each case of such Incremental Term Loans or Permitted Incremental Equivalent Debt, to the extent it was incurred in reliance on clause (A)(1) above and secured by Liens on the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement and (y) permanent commitment reductions in respect of Revolving Commitments, Incremental Revolving Commitments or Permitted Incremental Equivalent Debt consisting of revolving credit commitments, in each case of such Incremental Revolving Commitments or Permitted Incremental Equivalent Debt, to the extent it was incurred in reliance on clause (A)(1) above and secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement and other than, in each case under clauses (x) and (y), from proceeds of long-term Indebtedness (other than revolving Indebtedness), plus (B) an unlimited amount, so long as in the case of this clause (B) only, (x) in the case of Incremental Loans or Incremental Revolving Commitments secured by Liens on all or a portion of the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement (but without regard to the control of remedies), the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed 4.00 to 1.00 (in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred), (y) in the case of Incremental Loans or Incremental Revolving Commitments secured by Liens on all or a portion of the Collateral on a basis that is junior in priority to the Liens on the Collateral securing the First Lien Obligations under this Agreement, the Secured Net Leverage Ratio for the Test Period most recently ended calculated on a pro forma basis after giving effect to any such incurrence, does not exceed 6.50 to 1.00 (in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) and (z) in the case of Incremental Loans or Incremental Revolving Commitments that are unsecured, the Total Net Leverage Ratio for the Test Period most recently ended, calculated on a pro forma basis after giving effect to any such incurrence, does not exceed 6.50 to 1.00 (in the case of an incurrence of Incremental Revolving Commitments, assuming such Incremental Revolving Commitments are fully drawn and calculating the Total Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) (provided, however, that if amounts incurred under this clause (B) are incurred concurrently with the incurrence of Incremental Loans or Incremental Commitments and/or Permitted Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance on clause (A) above, the First Lien Net Leverage Ratio, the Secured Net Leverage Ratio or the Total Net Leverage Ratio shall be calculated without giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A); provided, further, for the avoidance of doubt, to the extent the proceeds of any Incremental Loans are being utilized to repay Indebtedness, such calculations shall give pro forma effect to such repayments) (the amount available under clauses (A) and (B), the “Available Incremental Amount”). The Lead Borrower may elect to use clause (B) of the Available Incremental Amount regardless of whether the Borrowers have capacity under clause (A) of the Available Incremental Amount. Further, the Lead Borrower may elect to use clause (B) of the Available Incremental Amount prior to using clause (A) of the Available Incremental Amount, and if both clause (B) and clause (A) of the Available Incremental Amount are available and the Lead Borrower does not make an election, then the Lead Borrower will be deemed to have elected to use clause (B) of the Available Incremental Amount.

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(5) Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the applicable Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall be not materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:

(a) the Incremental Term Loans:

(i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,

(ii) shall not mature earlier than the Original Term Loan Maturity Date,

(iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Closing Date Term Loans on the date of incurrence of such Incremental Term Loans,

(iv) subject to clause (5)(a)(iii) above and clause (5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Lead Borrower and the applicable Incremental Term Lenders,

(i) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Incremental Amendment, and

(ii) shall be denominated in a currency as determined by the Lead Borrower and the applicable Incremental Term Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned).

(b) the Incremental Revolving Commitments and Incremental Revolving Loans:

(i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above,

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(ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization,

(iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (v) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date,

(iv) subject to the provisions of Sections 2.03(13) and 2.04(7) in connection with Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(13) and Section 2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued),

(v) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof,

(vi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date,

(vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent,

(viii) shall have an Applicable Rate determined by the Lead Borrower and the applicable Incremental Revolving Lenders, and

(ix) shall be denominated in a currency as determined by the Lead Borrower and the applicable Incremental Revolving Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned).

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(c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Lead Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Commitments that rank equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Eurodollar Rate or Base Rate floor) with respect to the Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum; provided that any increase in All-In Yield on the Closing Date Term Loans due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans.

(6) Incremental Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Commitments shall become Commitments (or in the case of an Incremental Revolving Commitment to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.14. In connection with any Incremental Amendment, the Loan Parties shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Loans are provided with the benefit of the applicable Loan Documents. The Borrowers will use the proceeds (if any) of the Incremental Loans for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Commitments or Incremental Loans unless it so agrees.

(7) Reallocation of Revolving Exposure. Upon any Incremental Facility Closing Date on which Incremental Revolving Commitments are effected through an increase in the Revolving Commitments with respect to any existing Revolving Facility pursuant to this Section 2.14, (a) each of the Revolving Lenders under such Facility shall assign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof, such interests in the Revolving Loans outstanding on such Incremental Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each Incremental Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitments and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Sections 2.02 and 2.05(1) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(8) This Section 2.14 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary.

SECTION 2.15 Refinancing Amendments.

(1) At any time after the Closing Date, any Borrower may obtain, from any Lender or any Additional Lender (it being understood that no Lender shall be required to provide any Other Loan without its consent), Other Loans to refinance all or any portion of the applicable Class or Classes of Loans then outstanding under this Agreement which will be made pursuant to Other Term Loan Commitments, in the case of Other Term Loans, and

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pursuant to Other Revolving Commitments, in the case of Other Revolving Loans, in each case pursuant to a Refinancing Amendment; provided that such Other Loans and Other Revolving Commitments (i) shall rank equal in priority in right of payment with the other Loans and Commitments hereunder, (ii) shall be unsecured or rank pari passu (without regard to the control of remedies) or junior in right of security with any First Lien Obligations under this Agreement and, if secured on a junior basis, shall be subject to an applicable Intercreditor Agreement(s), (iii) if secured, shall not be secured by any property or assets of any Borrower or any Restricted Subsidiary other than the Collateral, (iv) shall not at any time be guaranteed by any Subsidiary other than Subsidiaries that are Guarantors, (v)(A) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment terms and premiums as may be agreed by the Lead Borrower and the Lenders thereof and/or (B) may provide for additional fees and/or premiums payable to the Lenders providing such Other Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Refinancing Amendment, (vi) may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the Borrowers and the Lenders thereof, (vii) will have a final maturity date no earlier than, and, in the case of Other Term Loans, will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans or Revolving Commitments being refinanced and (viii) will have such other terms and conditions (other than as provided in foregoing clauses (ii) through (vii)) that either, at the option of the Lead Borrower, (1) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Other Loans or Other Revolving Commitments (as determined by the Lead Borrower in good faith) or (2) if otherwise not consistent with the terms of such Class of Loans or Commitments being refinanced, not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of such Class of Loans or Commitments being refinanced, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, (I) if any such terms of the Other Term Loans contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Facility and (II) if any such terms of the Other Revolving Commitments contain a Previously Absent Covenant, such Previously Absent Covenant shall be included for the benefit of each Class of Revolving Commitments. Any Other Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement or unless the Class of Term Loans being refinanced was so entitled to participate on a greater than a pro rata basis in such mandatory prepayments, such Other Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Refinancing Amendment. All Other Revolving Commitments shall provide that all borrowings under the applicable Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (1) payments of interest and fees at different rates on Other Revolving Commitments (and related outstanding Other Revolving Loans), (2) repayments required upon the Maturity Date of the Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments). In connection with any Refinancing Amendment, the Loan Parties shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Other Loans or Other Revolving Commitments are provided with the benefit of the applicable Loan Documents.

(2) Each Class of Other Commitments and Other Loans incurred under this Section 2.15 shall be in an aggregate principal amount that is not less than $5.0 million. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Other Commitments and Other Loans incurred pursuant thereto (including any amendments necessary to treat the Other Loans and/or Other Commitments as Loans and Commitments). Any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.15.

(3) This Section 2.15 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary.

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SECTION 2.16 Extensions of Loans.

(1) Extension of Term Loans(a) . The Lead Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (each, an “Existing Term Loan Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Term Loans (any such Term Loans which have been so extended, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Term Loans, the Lead Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Class, with such request offered equally to all such Lenders of such Existing Term Loan Class) (each, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which terms shall be identical in all material respects to the Term Loans of the Existing Term Loan Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended and all or any of the scheduled amortization payments, if any, of all or a portion of any principal amount of such Extended Term Loans may be delayed to later dates than the scheduled amortization, if any, of principal of the Term Loans of such Existing Term Loan Class (with any such delay resulting in a corresponding adjustment to the scheduled amortization payments reflected in the Extension Amendment, the Incremental Amendment, the Refinancing Amendment or any other amendment, as the case may be, with respect to the Existing Term Loan Class from which such Extended Term Loans were extended), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Term Loans may be different than those for the Term Loans of such Existing Term Loan Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Term Loans in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) the Extended Term Loans may have optional prepayment terms (including call protection and prepayment terms and premiums) as may be agreed between the U.S. Opco Borrower and the Lenders thereof, (iv) any Extended Term Loans may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Extended Term Loans may not participate on a greater than pro rata basis as compared to any earlier maturing Class of Term Loans in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), in each case as specified in the respective Term Loan Extension Request and (v) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Term Loans that is in effect immediately prior to the establishment of such Extended Term Loans and (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Term Loans contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Facility. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Class converted into Extended Term Loans pursuant to any Term Loan Extension Request. Any Extended Term Loans extended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement and shall constitute a separate Class of Loans from the Existing Term Loan Class from which they were extended; provided that any Extended Term Loans amended from an Existing Term Loan Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Class.

(2) Extension of Revolving Commitments(b) . The Lead Borrower may at any time and from time to time request that all or a portion of the Revolving Commitments of any Class (each, an “Existing Revolving Class”) be converted or exchanged to extend the scheduled Maturity Date(s) of any payment of principal with respect to all or a portion of any principal amount of such Revolving Commitments (any such Revolving Commitments which have been so extended, “Extended Revolving Commitments”) and to provide for other terms consistent with this Section 2.16. Prior to entering into any Extension Amendment with respect to any Extended Revolving Commitments, the Lead Borrower shall provide written notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Revolving Class, with such request offered equally to all such Lenders of such Existing Revolving Class) (each, a “Revolving Extension Request”) setting forth the proposed terms of the Extended Revolving Commitments to be established, which terms shall be identical in all material respects to the Revolving Commitments of the Existing Revolving Class from which they are to be extended except that (i) the scheduled final maturity date shall be extended to a later date than the scheduled final

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maturity date of the Revolving Commitments of such Existing Revolving Class; provided, however, that at no time shall there be Classes of Revolving Commitments hereunder (including Extended Revolving Commitments) which have more than four (4) different Maturity Dates (unless otherwise consented to by the Administrative Agent), (ii)(A) the interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and voluntary prepayment terms and premiums with respect to the Extended Revolving Commitments may be different than those for the Revolving Commitments of such Existing Revolving Class and/or (B) additional fees and/or premiums may be payable to the Lenders providing such Extended Revolving Commitments in addition to any of the items contemplated by the preceding clause (A), in each case, to the extent provided in the applicable Extension Amendment, (iii) all borrowings under the applicable Revolving Commitments (i.e., the Existing Revolving Class and the Extended Revolving Commitments of the applicable Revolving Extension Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstanding Extended Revolving Loans), (II) repayments required upon the Maturity Date of the non-extending Revolving Commitments, (III) repayments made in connection with any refinancing of Revolving Commitments and (IV) repayments made in connection with a permanent repayment and termination of Commitments), and (iv) the Extension Amendment may provide for (x) other covenants and terms that apply to any period after the Latest Maturity Date in respect of Revolving Commitments that is in effect immediately prior to the establishment of such Extended Revolving Commitments and (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Extended Revolving Commitments contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Class of Revolving Commitments. No Lender shall have any obligation to agree to have any of its Revolving Commitments of any Existing Revolving Class converted into Extended Revolving Commitments pursuant to any Revolving Extension Request. Any Extended Revolving Commitments extended pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving Extension Series”) of Extended Revolving Commitments for all purposes of this Agreement and shall constitute a separate Class of Revolving Commitments from the Existing Revolving Class from which they were extended; provided that any Extended Revolving Commitments amended from an Existing Revolving Class may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with respect to such Existing Revolving Class.

(3) Extension Request. The Lead Borrower shall provide the applicable Extension Request to the Administrative Agent at least five (5) Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the applicable Existing Term Loan Class or Existing Revolving Class, as applicable, are requested to respond. Any Lender holding a Term Loan under an Existing Term Loan Class (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of an Existing Term Loan Class or Existing Term Loan Classes, as applicable, subject to such Extension Request converted or exchanged into Extended Term Loans, and any Revolving Lender with a Revolving Commitment under an Existing Revolving Class (each, an “Extending Revolving Lender”) wishing to have all or a portion of its Revolving Commitments of an Existing Revolving Class or Existing Revolving Classes, as applicable, subject to such Extension Request converted or exchanged into Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (each, an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans or Revolving Commitments, as applicable, which it has elected to convert or exchange into Extended Term Loans or Extended Revolving Commitments, as applicable. In the event that the aggregate principal amount of Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections exceeds the amount of Extended Term Loans and/or Extended Revolving Commitments, respectively, requested pursuant to the Extension Request, Term Loans and/or Revolving Commitments, as applicable, subject to Extension Elections shall be converted or exchanged into Extended Term Loans and/or Revolving Commitments, respectively, on a pro rata basis (subject to such rounding requirements as may be established by the Administrative Agent) based on the aggregate principal amount of Term Loans or Revolving Commitments, as applicable, included in each such Extension Election or as may be otherwise agreed to in the applicable Extension Amendment.

(4) Extension Amendment. Extended Term Loans and Extended Revolving Commitments shall be established pursuant to an amendment (each, an “Extension Amendment”) to this Agreement (which, notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans and/or Extended Revolving Commitments established thereby, as the case may be) executed by each Borrower, the Administrative Agent and the Extending

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Lenders. Each request for an Extension Series of Extended Term Loans or Extended Revolving Commitments proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $5.0 million (it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount), and the Lead Borrower may condition the effectiveness of any Extension Amendment on an Extension Minimum Condition, which may be waived by the Lead Borrower in its sole discretion. In addition to any terms and changes required or permitted by Sections 2.16(1) and (2), each of the parties hereto agrees that this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent necessary to (i) in respect of each Extension Amendment in respect of Extended Term Loans, amend the scheduled amortization payments pursuant to Section 2.07 or the applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or other amendment, as the case may be, with respect to the Existing Term Loan Class from which the Extended Term Loans were exchanged to reduce each scheduled repayment amount for the Existing Term Loan Class in the same proportion as the amount of Term Loans of the Existing Term Loan Class is to be reduced pursuant to such Extension Amendment (it being understood that the amount of any repayment amount payable with respect to any individual Term Loan of such Existing Term Loan Class that is not an Extended Term Loan shall not be reduced as a result thereof); (ii) reflect the existence and terms of the Extended Term Loans or Extended Revolving Commitments, as applicable, incurred pursuant thereto; (iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application of prepayments with respect thereto and (iv) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.16, and the Lenders hereby expressly authorize the Administrative Agent to enter into any such Extension Amendment. In connection with any Extension Amendment, the Loan Parties shall, if reasonably requested by the Administrative Agent, deliver customary reaffirmation agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Extended Term Loans and/or Extended Revolving Commitments are provided with the benefit of the applicable Loan Documents.

(5) Notwithstanding anything to the contrary contained in this Agreement, on any date on which any Existing Term Loan Class and/or Existing Revolving Class is converted or exchanged to extend the related scheduled maturity date(s) in accordance with paragraphs (1) and (2) of this Section 2.16, in the case of the existing Term Loans or Revolving Commitments, as applicable, of each Extending Lender, the aggregate principal amount of such existing Loans shall be deemed reduced by an amount equal to the aggregate principal amount of Extended Term Loans and/or Extended Revolving Commitments, respectively, so converted or exchanged by such Lender on such date, and the Extended Term Loans and/or Extended Revolving Commitments shall be established as a separate Class of Loans, except as otherwise provided under Sections 2.16(1) and (2). Subject to the provisions of Sections 2.03(13) and 2.04(7) in connection with Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date at any time Extended Revolving Commitments with a later Maturity Date are outstanding, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the date of the Extension of such Extended Revolving Commitments (and except as provided in Section 2.03(13) and Section 2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued).

(6) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans and/or Extended Revolving Commitments of a given Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrowers and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion or exchange and extension of Term Loans under the Existing Term Loan Class, or of Revolving Commitments under the Existing Revolving Class, in either case, in such amount as is required to cause such Lender to hold Extended Term Loans or Extended Revolving Commitments, as applicable, of the applicable Extension Series into which such other Term Loans or Revolving Commitments were initially converted or exchanged, as the case may be, in the amount such Lender would have held had such administrative error not

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occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Lead Borrower and such Extending Term Lender or Extending Revolving Lender, as applicable, may agree, and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.16(4).

(7) No conversion or exchange of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.16 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(8) This Section 2.16 shall supersede any provisions in Section 2.12, 2.13 or 10.01 to the contrary.

SECTION 2.17 Defaulting Lenders.

(1) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove of any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the relevant Swing Line Lender or Issuing Banks hereunder; third, if so determined by the Administrative Agent or requested by the relevant Swing Line Lender or Issuing Banks, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Lead Borrower may request (so long as no Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Lead Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the relevant Swing Line Lender or Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the relevant Swing Line Lender or Issuing Banks against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default has occurred and is continuing, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (i) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (ii) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(1)(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

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(c) Certain Fees. That Defaulting Lender (i) shall not be entitled to receive any commitment fee pursuant to Section 2.09(1) for any period during which that Lender is a Defaulting Lender (and no Borrower shall be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (ii) shall be limited in its right to receive Letter of Credit fees as provided in Section 2.03(9).

(d) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each Non-Defaulting Lender’s Revolving Loans and L/C Obligations shall be computed without giving effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Loans of that Non-Defaulting Lender.

(2) Defaulting Lender Cure. If the Borrowers, the Administrative Agent, the Swing Line Lender and the Issuing Banks agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(1)(d)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; provided further that 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 that Lender having been a Defaulting Lender.

SECTION 2.18 Loan Repricing Protection. In the event that, on or prior to the first anniversary of the Closing Date, the U.S. Opco Borrower (a) makes any prepayment of Closing Date Term Loans in connection with any Repricing Transaction or (b) effects any amendment of this Agreement resulting in a Repricing Transaction or any mandatory assignment or termination pursuant to Section 3.07 in connection therewith, the U.S. Opco Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (i) in the case of clause (a), a prepayment premium of 1.00% of the aggregate principal amount of the Closing Date Term Loans being prepaid and (ii) in the case of clause (b), a payment equal to 1.00% of the aggregate principal amount of the applicable Closing Date Term Loans outstanding immediately prior to such amendment that is subject to such Repricing Transaction.

ARTICLE III

Taxes, Increased Costs Protection and Illegality

SECTION 3.01 Taxes.

(1) Except as required by applicable Law, all payments by or on account of any Loan Party to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes.

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(2) If any Loan Party or any other applicable withholding agent is required by applicable Law (as determined in the good faith discretion of the applicable withholding agent) to make any deduction or withholding on account of any Taxes from any sum paid or payable by or on account of any Loan Party to or for the account of any Lender or Agent under any of the Loan Documents:

(a) the applicable Loan Party or other applicable withholding agent shall make such deduction or withholding and pay to the relevant Governmental Authority any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Loan Party) for such Loan Party’s account or (if that liability is imposed on the Lender or Agent) on behalf of and in the name of the Lender or Agent (as applicable);

(b) if the Tax in question is a Non-Excluded Tax or Other Tax, the sum payable to such Lender or the Administrative Agent (as applicable) shall be increased by such Loan Party to the extent necessary to ensure that, after the making of any required deduction or withholding for Non-Excluded Taxes or Other Taxes (including any deductions or withholdings for Non-Excluded Taxes or Other Taxes attributable to any payments required to be made under this Section 3.01), such Lender or the Administrative Agent, as applicable, receives on the due date a net sum equal to what it would have received had no such deduction or withholding been required or made; and

(c) within thirty (30) days after paying any sum from which it is required by Law to make any deduction or withholding, and within thirty (30) days after the due date of payment of any Tax which it is required by clause (b) above to pay, the Lead Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the other affected parties of such deduction or withholding and of the remittance thereof to the relevant Governmental Authority.

(3) Status of Lender. Each Lender shall, at such times as are reasonably requested by the Lead Borrower or the Administrative Agent, provide the Lead Borrower and the Administrative Agent with any documentation prescribed by Laws or reasonably requested by the Lead Borrower or the Administrative Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to be made to such Lender under any Loan Document. In addition, any Lender, if reasonably requested by the Lead Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(3)) obsolete, expired or inaccurate in any respect, deliver promptly to the Lead Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Lead Borrower or the Administrative Agent) or promptly notify the Lead Borrower and Administrative Agent of its legal ineligibility to do so.

Without limiting the foregoing:

(a) Each U.S. Lender shall deliver to the Lead Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

(b) Each Foreign Lender shall deliver to the Lead Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request of the Lead Borrower or the Administrative Agent) whichever of the following is applicable:

(i) two properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,

(ii) two properly completed and duly signed copies of IRS Form W-8ECI (or any successor forms),

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(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates substantially in the form of Exhibit H-1 (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms),

(iv) to the extent a Foreign Lender is not the beneficial owner (for example, where such Foreign Lender is a partnership or a participating Lender), IRS Form W-8IMY (or any successor forms) of such Foreign Lender, accompanied by an IRS Form W-8ECI, Form W-8BEN or W-8BEN-E, United States Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, Form W-9 and/or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 3.01(3) if such beneficial owner were a Lender, as applicable (provided that, if a Lender is a partnership (and not a participating Lender) and if one or more beneficial owners are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit H-4 may be provided by such Foreign Lender on behalf of such beneficial owner(s)), or

(v) two properly completed and duly signed copies of any other documentation prescribed by applicable U.S. federal income tax laws (including the Treasury Regulations) as a basis for claiming exemption from, or a reduction in, U.S. federal withholding tax on any payments to such Lender under the Loan Documents.

(c) If a payment made to a Lender under any Loan Document would be subject to Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Lead Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Lead 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 Lead Borrower or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this paragraph (c), the term “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

For the avoidance of doubt, if a Lender is an entity disregarded from its owner for U.S. federal income tax purposes, references to the foregoing documentation are intended to refer to documentation with respect to such Lender’s owner and, as applicable, such Lender.

Notwithstanding any other provision of this Section 3.01(3), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver. Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 3.01(3).

(4) Without duplication of other amounts payable by any Borrower pursuant to Section 3.01(2), the Borrowers 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.

(5) The Loan Parties shall indemnify a Lender or the Administrative Agent (each, a “Tax Indemnitee”), within 10 days after written demand therefor, for the full amount of any Non-Excluded Taxes paid or payable by such Tax Indemnitee on or attributable to any payment under or with respect to any Loan Document, and any Other Taxes payable by such Tax Indemnitee (including Non-Excluded Taxes imposed on or attributable to amounts payable under this Section 3.01) (other than any penalties determined by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Administrative Agent or Lender), whether or not such Taxes were correctly or legally imposed or asserted by the Governmental Authority; provided that if any Borrower reasonably believes that such Taxes were

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not correctly or legally asserted, such Administrative Agent or Lender, as applicable, will use reasonable efforts to cooperate with such Borrower to obtain a refund of such Taxes (which shall be repaid to such Borrower in accordance with Section 3.01(6)) so long as such efforts would not, in the sole determination of such Administrative Agent or Lender, result in any additional out-of-pocket costs or expenses not reimbursed by such Loan Party or be otherwise materially disadvantageous to such Administrative Agent or Lender, as applicable. A certificate as to the amount of such payment or liability prepared in good faith and delivered by the Tax Indemnitee or by the Administrative Agent on its own behalf or on behalf of another Tax Indemnitee, shall be conclusive absent manifest error.

(6) If and to the extent that a Tax Indemnitee, in its sole discretion (exercised in good faith), determines that it has received a refund of any Non-Excluded Taxes or Other Taxes in respect of which it has received additional payments under this Section 3.01, then such Tax Indemnitee shall pay to the relevant Loan Party the amount of such refund, net of all out-of-pocket expenses of the Tax Indemnitee (including any Taxes imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Loan Party, upon the request of the Tax Indemnitee, agrees to repay the amount paid over by the Tax Indemnitee (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Tax Indemnitee to the extent the Tax Indemnitee is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 3.01(6), in no event will the Tax Indemnitee be required to pay any amount to a Loan Party pursuant to this Section 3.01(6) the payment of which would place the Tax Indemnitee in a less favorable net after-Tax position than the Tax Indemnitee would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require a Tax Indemnitee to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(7) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, against (a) any Non-Excluded Taxes and Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Non-Excluded Taxes or Other Taxes and without limiting the obligation of the Loan Parties to do so), (b) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.07(e) relating to the maintenance of a Participant Register and (c) any Excluded Taxes attributable to such Lender, in each case that are payable or paid by the Administrative Agent in connection with any Loan 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 to any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this paragraph (7).

(8) On or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall deliver to the Lead Borrower whichever of the following is applicable: (i) if the Administrative Agent is a “United States person” within the meaning of Section 7701(a)(30) of the Code, two executed original copies of IRS Form W-9 certifying that such Administrative Agent is exempt from U.S. federal backup withholding or (ii) if the Administrative Agent is not a “United States person” within the meaning of Section 7701(a)(30) of the Code, (A) with respect to payments received for its own account, two executed original copies of IRS Form W-8ECI and (ii) with respect to payments received on account of any Lender, two executed original copies of IRS Form W-8IMY (together with all required accompanying documentation) certifying that the Administrative Agent is a U.S. branch and may be treated as a United States person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, the Administrative Agent shall provide updated documentation previously provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Lead Borrower. Notwithstanding anything to the contrary in this Section 3.01(8), the Administrative Agent shall not be required to provide any documentation that the Administrative Agent is not legally eligible to deliver as a result of a Change in Law after the Closing Date.

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(9) The agreements in this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(10) For the avoidance of doubt, for purposes of this Section 3.01, the term “Lender” includes any Issuing Bank and any Swing Line Lender.

SECTION 3.02 Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on written notice thereof by such Lender to the Lead Borrower through the Administrative Agent, (1) any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended, and (2) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (a) the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans and shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (b) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate component of the Base Rate with respect to any Base Rate Loans, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.

SECTION 3.03 Inability to Determine Rates(11) . If the Administrative Agent (in the case of clause (1) or (2) below) or the Required Lenders (in the case of clause (3) below) reasonably determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that

(1) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan,

(2) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan, or

(3) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Lead Borrower and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, and (ii) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

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SECTION 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.

(1) Increased Costs Generally. If any Change in Law shall:

(a) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(b) subject the Administrative Agent or Lender to any Tax of any kind whatsoever with respect to this Agreement or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Non-Excluded Taxes or Other Taxes covered by Section 3.01 and any Excluded Taxes); or

(c) impose on any Lender or the London interbank market any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or Eurodollar Rate Loans made by such Lender that is not otherwise accounted for in the definition of “Eurodollar Rate” or this clause (1);

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent), the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered; provided that such amounts shall only be payable by the Borrowers to the applicable Lender under this Section 3.04(1) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.

(2) Capital Requirements. If any Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by it, or participations in or issuance of Letters of Credit by such Lender, to a level below that which such Lender or such Lender’s holding company, as the case may be, could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent), the Borrowers will pay to such Lender additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered; provided that such amounts shall only be payable by the Borrowers to the applicable Lender under this Section 3.04(2) so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements.

(3) Certificates for Reimbursement. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (1) or (2) of this Section 3.04 and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

SECTION 3.05 Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrowers shall promptly, on a joint and several basis, compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of:

(1) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

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(2) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Lead Borrower; or

(3) any assignment of a Eurodollar Rate Loan on a day prior to the last day of the Interest Period therefor as a result of a request by the Lead Borrower pursuant to Section 3.07; including any loss or expense (excluding loss of anticipated profits or margin) actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Eurodollar Rate Loan or from fees payable to terminate the deposits from which such funds were obtained.

Notwithstanding the foregoing, no Lender may make any demand under this Section 3.05 with respect to the “floor” specified in the proviso to the definition of “Eurodollar Rate”.

SECTION 3.06 Matters Applicable to All Requests for Compensation.

(1) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender such designation or assignment (a) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (b) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material economic, legal or regulatory respect.

(2) [reserved].

(3) Conversion of Eurodollar Rate Loans. If any Lender gives notice to the Lead Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders, as applicable, are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans to the extent necessary so that, after giving effect thereto, all Loans of a given Class held by the Lenders of such Class holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Shares.

(4) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of Sections 3.01 or 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of Section 3.01 or 3.04 for any increased costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the date that such Lender notifies the Lead Borrower of the event giving rise to such claim and of such Lender’s intention to claim compensation therefor (except that, if the circumstance giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

SECTION 3.07 Replacement of Lenders under Certain Circumstances. If (1) any Lender requests compensation under Section 3.04 or ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (2) any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or 3.04, (3) any Lender is a Non-Consenting Lender, (4) any Lender becomes a Defaulting Lender or (5) any other circumstance exists hereunder that gives any Borrower the right to replace a Lender as a party hereto, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent,

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(a) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07), all of its interests, rights and obligations under this Agreement (or, with respect to clause (3) above, all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver, or amendment, as applicable) and the related Loan Documents to one or more Eligible Assignees that shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.07(b)(iv);

(ii) such Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05 and, in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.18 that would otherwise be owed in connection therewith) from the assignee or the Borrowers;

(iii) such Lender being replaced pursuant to this Section 3.07 shall (i) execute and deliver an Assignment and Assumption with respect to all, or a portion, as applicable, of such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans and (ii) deliver any Notes evidencing such Loans to the Lead Borrower or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment and Assumption or deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the Notes shall be deemed to be canceled upon such failure;

(iv) the Eligible Assignee shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification and confidentiality provisions under this Agreement, which shall survive as to such assigning Lender;

(v) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(vi) such assignment does not conflict with applicable Laws;

(vii) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time when it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing of a backup standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of Cash Collateral into a Cash Collateral Account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit; and

(viii) the Lender that acts as Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with Section 9.11, or

(b) terminate the Commitment of such Lender or Issuing Bank, as the case may be, and (A) in the case of a Lender (other than an Issuing Bank), repay all Obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination date (including in the case of a Repricing Transaction, any “prepayment premium” pursuant to Section 2.18 that would otherwise be owed in connection therewith) and (B) in the case of an Issuing Bank, repay all Obligations of the Borrowers owing to

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such Issuing Bank relating to the Loans and participations held by such Issuing Bank as of such termination date and Cash Collateralize, cancel or backstop, or provide for the deemed reissuance under another facility, on terms satisfactory to such Issuing Bank any Letters of Credit issued by it; provided that in the case of any such termination of the Commitment of a Non-Consenting Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable consent, waiver or amendment of the Loan Documents and such termination shall, with respect to clause (3) above, be in respect of all of its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver and amendment.

In the event that (i) the Lead Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans/Commitments and (iii) the Required Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender”.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Lead Borrower to require such assignment and delegation cease to apply.

SECTION 3.08 Survival. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent.

ARTICLE IV

Conditions Precedent to Credit Extensions

SECTION 4.01 Conditions to Closing Date. The effectiveness of this Agreement and the obligations of each Lender hereunder are subject to satisfaction (or waiver) of the following conditions precedent, except as otherwise agreed between the Lead Borrower and the Administrative Agent:

(1) The Administrative Agent’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:

(a) a Committed Loan Notice and a Note executed by the Borrowers in favor of each Lender that has requested a Note prior to the Closing Date;

(b) executed counterparts of this Agreement and the Guaranty;

(c) each Collateral Document set forth on Schedule 4.01(1)(c) required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with (subject to Section 6.13(2)):

(i) certificates, if any, representing the Pledged Collateral that is certificated equity of the Borrowers and the Loan Parties’ Domestic Subsidiaries accompanied by undated stock powers executed in blank;

(ii) evidence that all UCC-1 financing statements in the jurisdiction of organization of each Loan Party that the Administrative Agent and the Collateral Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been provided for, and arrangements for the filing thereof in a manner reasonably satisfactory to the Administrative Agent shall have been made; and

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(iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect and the Administrative Agent and Collateral Agent have been named as loss payee and additional insured under each insurance policy with respect to which the Administrative Agent shall have requested to be so named;

(d) certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;

(e) a customary legal opinion from (i) Gibson, Dunn & Crutcher LLP, counsel to the Loan Parties, and (ii) each local counsel to the Loan Parties listed on Schedule 4.01(1)(e) in the jurisdictions indicated on such schedule;

(f) a certificate of a Responsible Officer of Holdings certifying that each of the conditions set forth in Sections 4.01(5), 4.02(1) and 4.02(2) has been satisfied as of such date; and

(g) a solvency certificate from a Financial Officer of Holdings (after giving effect to the Transactions) substantially in the form attached hereto as Exhibit I.

(2) The Arrangers shall have received (i) the Annual Financial Statements and (ii) the Quarterly Financial Statements.

(3) The Arrangers shall have received the Pro Forma Financial Statements.

(4) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Closing Date.

(5) Since December 31, 2015, there shall not have been any event, change, occurrence or effect that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(6) All fees and expenses (in the case of expenses, to the extent invoiced at least three Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Lead Borrower)) required to be paid hereunder on the Closing Date shall have been paid, or shall be paid substantially concurrently with the initial Borrowing on the Closing Date.

(7) Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have been consummated.

(8) The Administrative Agent shall have received satisfactory evidence of the execution by all parties thereto of an amendment and restatement of the Second Lien Intercreditor Agreement and an amendment to the Second Lien Credit Agreement, in each case that is in form and substance reasonably satisfactory to the Administrative Agent.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

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SECTION 4.02 Conditions to Credit Extensions.

The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation of Eurodollar Rate Loans or a Borrowing pursuant to any Incremental Amendment) is subject to the following conditions precedent:

(1) The representations and warranties of the Borrowers contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(2) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(3) The Administrative Agent, the relevant Issuing Bank or the Swing Line Lender (as applicable) shall have received a Request for Credit Extension in accordance with the requirements hereof.

(4) Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, a continuation of Eurodollar Rate Loans or a Borrowing pursuant to an Incremental Amendment) submitted by the Lead Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(1) and 4.02(2) have been satisfied on and as of the date of the applicable Credit Extension.

In addition, solely to the extent the Lead Borrower has delivered to the Administrative Agent a Notice of Intent to Cure pursuant to Section 8.04, no request for a Credit Extension shall be honored after delivery of such notice until the applicable Cure Amount specified in such notice is actually received by the Borrowers. For the avoidance of doubt, the preceding sentence shall have no effect on the continuation or conversion of any Loans outstanding.

ARTICLE V

Representations and Warranties

Each of the Borrowers and, in respect of Sections 5.01, 5.02, 5.04, 5.06, 5.13 and 5.17 only, Holdings, represents and warrants to the Administrative Agent and the Lenders at the time of each Credit Extension (solely to the extent required to be true and correct for such Credit Extension pursuant to Section 2.14, if applicable):

SECTION 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted Subsidiaries that is a Material Subsidiary:

(1) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization (to the extent such concept exists in such jurisdiction),

(2) has all corporate or other organizational power and authority to (a) own or lease its assets and carry on its business as currently conducted and (b) in the case of the Loan Parties, execute, deliver and perform its obligations under the Loan Documents to which it is a party,

(3) is duly qualified and in good standing (to the extent such concept exists) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification,

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(4) is in compliance with all applicable Laws orders, writs, injunctions and orders and

(5) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted;

except in each case referred to in the preceding clauses (2)(a), (3), (4) or (5), to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.02 Authorization; No Contravention.

(1) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate or other organizational action.

(2) None of the execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party will:

(a) contravene the terms of any of such Person’s Organizational Documents;

(b) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Person or any of the Restricted Subsidiaries (other than as permitted by Section 7.01) under (i) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or

(c) violate any applicable Law;

except with respect to any breach, contravention or violation (but not creation of Liens) referred to in the preceding clauses (b) and (c), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.03 Governmental Authorization. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for:

(1) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties,

(2) the approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and

(3) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party hereto or thereto, as applicable. Each Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is party thereto, enforceable against each such Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

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SECTION 5.05 Financial Statements; No Material Adverse Effect.

(1) (a) The Annual Financial Statements and the Quarterly Financial Statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of the date(s) thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (i) except as otherwise expressly noted therein and (ii) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes.

(b) The unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of comprehensive income of Holdings and its Subsidiaries as of and for the 12 month period ending on June 25, 2016, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of comprehensive income) (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith, based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its Subsidiaries as of June 25, 2016 and their estimated results of operations for the period covered thereby.

(2) Since the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

(3) The forecasts of consolidated balance sheets and statements of comprehensive income of Holdings and its Subsidiaries for each fiscal year ending after the Closing Date until the fifth anniversary of the Closing Date, copies of which have been furnished to the Administrative Agent prior to the Closing Date, when taken as a whole, have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time made and at the time the forecasts are delivered, it being understood that:

(a) no forecasts are to be viewed as facts,

(b) all forecasts are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties,

(c) no assurance can be given that any particular forecasts will be realized and

(d) actual results may differ and such differences may be material.

SECTION 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of any Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings, any Borrower or any of the Restricted Subsidiaries that would reasonably be expected to have a Material Adverse Effect.

SECTION 5.07 Labor Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (1) there are no strikes or other material labor disputes against any Borrower or any Restricted Subsidiary pending or, to the knowledge of any Borrower, overtly threatened in writing and (2) hours worked by and payment made based on hours worked to employees of each of the Borrowers and the other Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with wage and hour matters.

SECTION 5.08 Ownership of Property; Liens. Each Loan Party and each of its respective Restricted Subsidiaries has good and valid record title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for Liens permitted by Section 7.01 and except where the failure to have such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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SECTION 5.09 Environmental Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) each Loan Party and each of its Restricted Subsidiaries and their respective operations and properties is in compliance with all applicable Environmental Laws and Environmental Permits; (b) each Loan Party and each of its Restricted Subsidiaries has obtained and maintained all Environmental Permits required to conduct their operations; (c) none of the Loan Parties or any of their respective Restricted Subsidiaries is subject to any pending or, to the knowledge of any Borrower, threatened Environmental Claim or Environmental Liability; and (d) none of the Loan Parties or any of their respective Restricted Subsidiaries or predecessors has treated, stored, transported or Released Hazardous Materials at, on, under, if or from any location, including any currently or formerly owned, leased or operated real estate or facility.

SECTION 5.10 Taxes. Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Loan Party and each of its Restricted Subsidiaries has timely filed all Tax returns and reports required to be filed by it, and has timely paid all Taxes (including satisfying its withholding tax obligations) levied or imposed on its properties, income or assets (whether or not shown in a Tax return), except those which are being contested in good faith by appropriate actions diligently taken and for which adequate reserves have been provided in accordance with GAAP.

No proposed Tax assessment, deficiency or other claim has been asserted against any Loan Party or any of its Restricted Subsidiaries except (i) those being actively contested by such Loan Party or such Restricted Subsidiary in good faith and by appropriate actions diligently taken and for which adequate reserves have been provided in accordance with GAAP or (ii) those which would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

SECTION 5.11 ERISA Compliance.

(1) Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state Laws.

(2) (a) No ERISA Event has occurred or is reasonably expected to occur; and

(b) none of the Loan Parties or any of their respective ERISA Affiliates has engaged in a transaction that is subject to Sections 4069 or 4212(c) of ERISA.

except, with respect to each of the foregoing clauses of this Section 5.11(2), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(3) Except where noncompliance or the incurrence of an obligation would not reasonably be expected to result in a Material Adverse Effect, (a) each Foreign Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable Laws, and (b) none of Holdings, any Borrower or any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan.

SECTION 5.12 Subsidiaries.

(1) As of the Closing Date all of the outstanding Equity Interests in the Borrowers and the other Restricted Subsidiaries have been validly issued and are fully paid and (if applicable) non-assessable, and all Equity Interests that constitute Collateral owned by Holdings in any Borrower or any other Guarantor, and by any Borrower or any Guarantor in any of their respective Subsidiaries, are owned free and clear of all Liens of any person except (a) those Liens created under the Collateral Documents and (b) any nonconsensual Lien that is permitted under Section 7.01.

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(2) As of the Closing Date, Schedule 5.12 sets forth:

(a) the name and jurisdiction of organization of each Subsidiary, and

(b) the ownership interests of Holdings in each Borrower, and of each Borrower and Holdings and any other Subsidiary of Holdings in each of their respective Subsidiaries, including the percentage of such ownership.

SECTION 5.13 Margin Regulations; Investment Company Act.

(a) As of the Closing Date, none of the Collateral is Margin Stock. No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings will be used for any purpose that violates Regulation U.

(b) No Loan Party is required to be registered as an “investment company” under the Investment Company Act of 1940.

SECTION 5.14 Disclosure. As of the Closing Date, none of the written information and written data heretofore or contemporaneously furnished in writing by or on behalf of any Loan Party to any Agent or any Lender on or prior to the Closing Date in connection with the Transactions, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make such written information and written data taken as a whole, in the light of the circumstances under which it was delivered, not materially misleading (after giving effect to all modifications and supplements to such written information and written data, in each case, furnished after the date on which such written information or such written data was originally delivered and prior to the Closing Date); it being understood that for purposes of this Section 5.14, such written information and written data shall not include any projections, pro forma financial information, financial estimates, forecasts and forward-looking information or information of a general economic or general industry nature; provided further that with respect to such projected information, the Borrowers represent only that such information has been prepared in good faith based upon reasonable assumptions believed by the Borrowers to be reasonable at the time furnished (it being understood that (i) such projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond the Borrowers’ control and (ii) no assurance can be given that any particular financial projections will be realized, and that actual results during the period or periods covered by any such projections may differ from the projected results, and such differences may be material).

SECTION 5.15 Intellectual Property; Licenses, etc. The Borrowers and the other Restricted Subsidiaries have good and marketable title to, or a valid license or right to use, any and all intellectual property or other similar proprietary rights throughout the world, including any and all patents, patent rights, trademarks, servicemarks, trade names, goodwill, domain names, copyrights, design rights, technology, software, trade secrets, know-how database rights and all related documentation, registrations, additions, improvements or accessions (collectively, “IP Rights”) that are used in, held for use in or otherwise necessary for the operation of their respective businesses as currently conducted, except where the failure to have any such rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of each Borrower, the operation of the respective businesses of the Borrowers or any Subsidiary of Holdings as currently conducted does not infringe upon, dilute, misappropriate or violate any rights held by any Person except for such infringements, dilutions, misappropriations or violations, individually or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any IP Rights is pending or, to the knowledge of any Borrower, threatened in writing against any Loan Party or Subsidiary, that, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

SECTION 5.16 Solvency. On the Closing Date after giving effect to the Transactions, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

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SECTION 5.17 USA PATRIOT Act; Sanctions; Anti-Corruption Laws.

(a) None of Holdings, any Borrower or any Subsidiary nor, to the knowledge of any Borrower, any director, officer or employee of Holdings, any Borrower or any of the Subsidiaries, is currently the subject of any Sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (“Sanctions”), or located, organized or resident in any country or territory that is itself the target of Sanctions (currently, Crimea, Cuba, Iran, North Korea, Sudan and Syria). Each of Holdings, each Borrower and the Subsidiaries are in compliance, in all material respects, with (i) the USA PATRIOT Act, to the extent applicable, (ii) all applicable Sanctions, and (iii) the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”) and all other applicable anti-corruption laws.

(b) No proceeds of the Loans have been used by Holdings, any Borrower or any Subsidiary directly or, to the knowledge of any Borrower, indirectly, (i) 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 to obtain any improper advantage, in violation of the FCPA or any other applicable anti-corruption law, or (ii) for the purpose of financing activities of or with any Person, or in any country that, at the time of such financing, was the subject of any Sanctions, except to the extent permissible for a Person required to comply with Sanctions.

SECTION 5.18 Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and subject to limitations set forth in the Collateral and Guarantee Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to Collateral Agent of any Pledged Collateral required to be delivered pursuant hereto or the applicable Collateral Documents), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid, perfected and enforceable first priority Lien (subject to Liens permitted by Section 7.01 and to any applicable Intercreditor Agreement) on all right, title and interest of the respective Loan Parties in the Collateral described therein.

Notwithstanding anything herein (including this Section 5.18) or in any other Loan Document to the contrary, no Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) any Excluded Assets.

SECTION 5.19 EEA Financial Institution. No Loan Party is an EEA Financial Institution.

ARTICLE VI

Affirmative Covenants

So long as the Termination Conditions have not been satisfied, each Borrower shall (and, with respect to Sections 6.01, 6.02, 6.05(1), 6.08, 6.10, 6.11, 6.13 and 6.14 only, Holdings shall), and shall (except in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:

SECTION 6.01 Financial Statements. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in Section 6.02) each of the following:

(1) within one hundred and twenty (120) days after the end of each fiscal year of Holdings, commencing with the fiscal year ending December 31, 2016, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of comprehensive income and

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cash flows for such fiscal year, together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, in reasonable detail and all prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (a) will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification as to the scope of such audit (but may contain a “going concern” or like qualification that is due to (i) the impending maturity of the Facilities, the Second Lien Facility or any permitted refinancings thereof, (ii) any anticipated inability to satisfy the Financial Covenant or (iii) any anticipated inability to satisfy any financial covenant under the Second Lien Credit Agreement (or any Refinancing Indebtedness in respect thereof);

(2) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Holdings, commencing with the fiscal quarter ending April 1, 2017, a consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related (a) consolidated statement of comprehensive income for such fiscal quarter and for the portion of the fiscal year then ended and (b) consolidated statement of cash flows for the portion of the fiscal year then ended, setting forth, in each case of the preceding clauses (a) and (b), in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, accompanied by an Officer’s Certificate of Holdings stating that such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes;

(3) within thirty (30) days prior to, or before the date that is ninety (90) days after, the end of each fiscal year of Holdings, commencing with respect to the fiscal year ending December 31, 2016, a consolidated budget for the following fiscal year on a quarterly basis as customarily prepared by management of Holdings for its internal use (including any projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year and the related consolidated statements of projected comprehensive income, in each case, to the extent prepared by management of Holdings and included in such consolidated budget), which projected financial statements shall be prepared in good faith on the basis of assumptions believed to be reasonable at the time of preparation of such projected financial statements (it being understood that any such projections are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties and that no assurance can be given that any particular projections will be realized, that actual results may differ and that such differences may be material);

(4) simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(1) and 6.01(2), the related unaudited (it being understood that such information may be audited at the option of Holdings) consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and

(5) quarterly at a time mutually agreed with the Administrative Agent that is promptly after the delivery of the information required pursuant to Sections 6.01(1) and 6.01(2) above, commencing with the delivery of information with respect to the fiscal year ending December 31, 2016, to participate in a conference call for Lenders to discuss the financial position and results of operations of Holdings and its Subsidiaries for the most recently ended period for which financial statements have been delivered; provided that if the Lead Borrower is holding a conference call open to the public to discuss the financial condition and results of operations of Holdings and its Subsidiaries for the most recently ended measurement period for which financial statements have been delivered pursuant to Sections 6.01(1) or 6.01(2) above, the Lead Borrower will not be required to hold a second, separate call for the Lenders so long as the Lenders are provided access to such initial conference call and the ability to ask questions thereon.

Notwithstanding the foregoing, the obligations referred to in Sections 6.01(1) and 6.01(2) may be satisfied with respect to financial information of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of any Parent Company or (B) Holdings’ or such Parent Company’s Form 10-K or 10-Q, as applicable, filed with the SEC (and the public filing of such report with the SEC shall constitute delivery under this Section 6.01); provided that with respect to each of the preceding clauses (A) and (B), (1) to the extent such information relates to a parent of Holdings, if and so long as such Parent Company will have Independent Assets and Operations, such information is accompanied by consolidating information (which need not be audited) that

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explains in reasonable detail the differences between the information relating to such Parent Company and its Independent Assets and Operations, on the one hand, and the information relating to Holdings and the consolidated Restricted Subsidiaries on a stand-alone basis, on the other hand and (2) to the extent such information is in lieu of information required to be provided under Section 6.01(1) (it being understood that such information may be audited at the option of Holdings), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (a) will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification as to the scope of such audit (but may contain a “going concern” or like qualification that is due to (i) the impending maturity of the Facilities, the Second Lien Facility or any permitted refinancings thereof or (ii) any anticipated inability to satisfy the Financial Covenant.

SECTION 6.02 Certificates; Other Information. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this Section 6.02):

(1) no later than five (5) days after the delivery of the financial statements referred to in Sections 6.01(1) and (2) (commencing with such delivery for the fiscal year ending December 31, 2016), a duly completed Compliance Certificate signed by a Financial Officer of Holdings;

(2) promptly after the same are publicly available, copies of all special reports and registration statements which Holdings, any Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02;

(3) promptly after the furnishing thereof, copies of any notices of default to any holder of any class or series of debt securities of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount or pursuant to the terms of the Second Lien Credit Agreement (in each case, other than in connection with any board observer rights) and not otherwise required to be furnished to the Administrative Agent pursuant to any other clause of this Section 6.02;

(4) together with the delivery of the Compliance Certificate with respect to the financial statements referred to in Section 6.01(1) or 6.01(2), (a) a report setting forth the information required by Section 1(a) of the Perfection Certificate (or confirming that there has been no change in such information since the later of the Closing Date or the last such report) and (b) a list of each Subsidiary of Holdings that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such list or a confirmation that there is no change in such information since the later of the Closing Date and the last such list; and

(5) promptly, but subject to the limitations set forth in Section 6.10 and Section 10.09, such additional information regarding the business and financial affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request in writing from time to time.

Documents required to be delivered pursuant to Section 6.01 or Section 6.02(2) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which Holdings or the Lead Borrower posts such documents, or provides a link thereto, on Holdings’ or the Lead Borrower’s (or any Parent Company’s) website on the Internet at the website address listed on Schedule 10.02 hereto (or as such address may be updated from time to time in accordance with Section 10.02); or (b) on which such documents are posted on Holdings’ or the Lead Borrower’s 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 that (i) upon written request by the Administrative Agent, Holdings or the Lead Borrower will deliver paper copies of such documents to the Administrative Agent for further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in this Section 6.02) until a written request to cease delivering paper

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copies is given by the Administrative Agent and (ii) Holdings or the Lead Borrower shall notify (which notification may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents or link and, upon the Administrative Agent’s request, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Each Loan Party hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Bank materials or information provided by or on behalf of the Borrowers hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Intralinks, SyndTrak, ClearPar or another similar electronic system (the “Platform”) and (b) certain of the Lenders may have personnel who do not wish to receive any information with respect to Holdings, the Borrowers, their respective Subsidiaries or their respective securities that is not Public-Side Information, and who may be engaged in investment and other market-related activities with respect to such Person’s securities (each, a “Public Lender”). Each Loan Party hereby agrees that (i) at the Administrative Agent’s request, all Borrower Materials that are to be made available to Public Lenders will be clearly and conspicuously marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” will appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC”, the Borrowers will be deemed to have authorized the Administrative Agent, the Lenders and the Issuing Bank to treat such Borrower Materials as containing only Public-Side Information (provided, however, that to the extent such Borrower Materials constitute Information, they will be treated as set forth in Section 10.09); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information”; and (iv) the Administrative Agent and the Arrangers will treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information”. Notwithstanding the foregoing, no Borrower shall be under any obligation to mark the Borrower Materials “PUBLIC”.

Anything to the contrary notwithstanding, nothing in this Agreement will require any Loan Party or any of their respective Subsidiaries to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter, or provide information (i) that constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure is prohibited by Law or binding agreement or (iii) that is subject to attorney-client or similar privilege or constitutes attorney work product; provided that in the event that Holdings or any Borrower does not provide information that otherwise would be required to be provided hereunder in reliance on the exclusions in this paragraph relating to violation of any obligation of confidentiality, the Lead Borrower shall provide notice to the Administrative Agent promptly upon obtaining knowledge that such information is being withheld (but solely if providing such notice would not violate such obligation of confidentiality) and shall use its commercially reasonable efforts to communicate such information in a way that would not violate such obligation of confidentiality or waive such privilege.

SECTION 6.03 Notices. Promptly after a Responsible Officer obtains actual knowledge thereof, notify the Administrative Agent of:

(1) the occurrence of any Default; and

(2) (a) any dispute, litigation, investigation or proceeding between any Loan Party and any arbitrator or Governmental Authority, (b) the filing or commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including pursuant to any applicable Environmental Laws or Environmental Permits or in respect of IP Rights, the occurrence of any noncompliance by any Loan Party or any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (c) the occurrence of any ERISA Event that, in any such case referred to in clauses (a), (b) or (c) of this Section 6.03(2), has resulted or would reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Lead Borrower (a) that such notice is being delivered pursuant to Section 6.03(1) or (2) (as applicable) and (b) setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto.

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SECTION 6.04 Payment of Obligations. Timely pay, discharge or otherwise satisfy, as the same shall become due and payable, all of its obligations and liabilities in respect of Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent (1) any such Tax is being contested in good faith and by appropriate actions for which appropriate reserves have been established in accordance with GAAP or (2) the failure to pay or discharge the same would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

SECTION 6.05 Preservation of Existence, etc.

(1) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization; and

(2) take all reasonable action to obtain, preserve, protect, enforce, renew and keep in full force and effect its rights, licenses, permits, privileges, franchises, and IP Rights material to the conduct of its business,

except in the case of clause (1) or (2) to the extent (other than with respect to the preservation of the existence of Holdings and each Borrower) that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or pursuant to any merger, consolidation, liquidation, dissolution or disposition permitted by Article VII.

SECTION 6.06 Maintenance of Properties. Except to the extent the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect all of its material properties and equipment used or useful in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted and any repairs and replacements that are the obligation of the owner or landlord of any property leased by any Borrower or any of the Restricted Subsidiaries excepted.

SECTION 6.07 Maintenance of Insurance.

(1) Maintain with insurance companies that each Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant coverage is placed or renewed or with a Captive Insurance Subsidiary, insurance with respect to the Borrowers’ and the Restricted Subsidiaries’ properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrowers and the other Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons, and will furnish to the Lenders, upon written request from the Administrative Agent, information presented in reasonable detail as to the insurance so carried; provided that notwithstanding the foregoing, in no event will any Borrower or any Restricted Subsidiary be required to obtain or maintain insurance that is more restrictive than its normal course of practice. Subject to Section 6.13(2), each such policy of insurance will, as appropriate, (i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear or (ii) in the case of each casualty insurance policy, contain an additional loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the additional loss payee thereunder.

(2) If any building or mobile home located on any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area with respect to which flood insurance has been made available under the Flood Insurance Laws, then the applicable Borrower will, or will cause each Loan Party to (a) maintain, or cause to be maintained, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (b) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent.

SECTION 6.08 Compliance with Laws. Comply in all material respects with the requirements of all Laws (including the USA PATRIOT Act, the FCPA and all other applicable anti-corruption laws and all applicable Sanctions) and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except to the extent the failure to comply therewith would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

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SECTION 6.09 Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects shall be made of all material financial transactions and matters involving the assets and business of such Borrower or such Restricted Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries may maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

SECTION 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of such Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided that only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give Holdings the opportunity to participate in any discussions with Holdings’ independent public accountants. For the avoidance of doubt, this Section 6.10 is subject to the last paragraph of Section 6.02.

SECTION 6.11 Covenant to Guarantee Obligations and Give Security. At the Borrowers’ expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:

(1) (x) upon (i) the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary by any Loan Party, (ii) the designation of any existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary, (iii) any Subsidiary becoming a wholly owned Material Domestic Subsidiary or (iv) an Excluded Subsidiary that would otherwise be a wholly owned Material Domestic Subsidiary ceasing to be an Excluded Subsidiary but continuing as a Restricted Subsidiary, (y) upon the acquisition of any assets (other than Excluded Assets) by any Loan Party or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any assets (other than Excluded Assets) held by such Subsidiary (in the case of each of (x), (y) and (z), other than assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations to perfect such Lien)):

(a) within forty-five (45) days (or such greater number of days specified below) after such formation, acquisition or designation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion, cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Guaranty and the Collateral Documents and

(A) within forty-five (45) days (or within ninety (90) days in the case of documents listed in Section 6.11(2)(b)) after such formation, acquisition or designation, cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent, Mortgages and the other items listed in Section 6.11(2)(b), mutatis mutandis, with respect to any Material Real Property, supplements to the Security Agreement, a counterpart signature page to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents, as reasonably requested by and in form and substance reasonably

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satisfactory to the Collateral Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date as amended and in effect from time to time), in each case granting and perfecting Liens required by the Collateral and Guarantee Requirement;

(B) within forty-five (45) days after such formation, acquisition or designation, cause each such Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and a joinder to the Intercompany Note substantially in the form of Annex I thereto with respect to the intercompany Indebtedness held by such Material Domestic Subsidiary and required to be pledged pursuant to the Collateral Documents;

(C) within forty-five (45) days (or within ninety (90) days in the case of documents listed in Section 6.11(2)(b)) after such formation, acquisition or designation, take and cause (i) the applicable Material Domestic Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement and (ii) to the extent applicable, each direct or indirect parent of such applicable Material Domestic Subsidiary, in each case, to take customary action(s) (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected (subject to Liens permitted by Section 7.01) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and

(D) within forty-five (45) days (ninety (90) days in the case of documents listed in Section 6.11(2)(b)) after the reasonable request therefor by the Administrative Agent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of a customary Opinion of Counsel, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(1) as the Administrative Agent may reasonably request;

provided that actions relating to Liens on real property are governed by Section 6.11(2) and not this Section 6.11(1).

(2) Material Real Property.

(a) Notice.

(i) Within sixty (60) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the formation, acquisition or designation of a Material Domestic Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement, the applicable Loan Party will, or will cause such Material Domestic Subsidiary to, furnish to the Collateral Agent a description of any Material Real Property (other than any Excluded Asset(s)) owned by such Material Domestic Subsidiary.

(ii) Within sixty (60) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the acquisition of any Material Real Property (other than any Excluded Asset(s)) by a Loan Party after the Closing Date, the Lead Borrower will, or will cause such Loan Party to, furnish to the Collateral Agent a description of any such Material Real Property.

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(b) Mortgages. The applicable Loan Party will provide the Collateral Agent with a Mortgage with respect to any Material Real Property that is the subject of a notice delivered pursuant to Section 6.11(2)(a), within one hundred and twenty (120) days of the acquisition, formation or designation of such Material Domestic Subsidiary or the acquisition of such Material Real Property (or such longer period as the Collateral Agent may agree in its sole discretion), together with:

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;

(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction without zoning/permitting opinions and in amounts, reasonably acceptable to the Collateral Agent (not to exceed the fair market value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 7.01 or such other Liens reasonably satisfactory to the Collateral Agent that do not have an adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; provided that such Mortgage Policies shall not include a general mechanics’ lien exception;

(iii) customary Opinions of Counsel for the applicable Loan Parties in states in which such Material Real Properties are located, with respect to the enforceability and perfection of the Mortgage(s) and any related fixture filings and the authorization, execution and delivery of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent;

(iv) American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with no change Mortgaged affidavits, in each case certified to the Collateral Agent if deemed necessary by Collateral Agent in its reasonable discretion, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent (if reasonably requested by the Collateral Agent);

(v) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to the portion of each Material Real Property consisting of real property improved by buildings or mobile homes addressed to the Collateral Agent and otherwise in compliance with the Flood Insurance Laws, and if any such Material Real Property is located in an area determined by the Federal Emergency Management Agency (or any successor agency) to be a special flood hazard area, the Lead Borrower’s duly executed acknowledgment of receipt of written notification from the Collateral Agent about special flood hazard area status and flood disaster assistance and evidence that the applicable Loan Party has obtained flood insurance reasonably satisfactory to the Collateral Agent that is in compliance with all applicable requirements of the Flood Insurance Laws; and

(vi) as promptly as practicable after the reasonable request therefor by the Collateral Agent, environmental assessment reports and reliance letters (if any) reasonably acceptable to the Collateral Agent that have been prepared or received in connection with such acquisition, designation or formation of any Material Domestic Subsidiary or acquisition of any Material Real Property; provided that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than a Loan Party or one of its Subsidiaries, where, despite the commercially reasonable efforts of the applicable Loan Party to obtain such consent, such consent cannot be obtained.

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SECTION 6.12 Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (1) comply, and take all reasonable actions to cause any lessees and other Persons leasing, operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits (including any cleanup, removal or remedial obligations) and (2) obtain and renew all Environmental Permits required to conduct its operations or in connection with its properties.

SECTION 6.13 Further Assurances and Post-Closing Covenant.

(1) Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the expense of the Borrowers, promptly upon reasonable request from time to time by the Administrative Agent or the Collateral Agent or as may be required by applicable Laws (a) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or Collateral Agent may reasonable request from time to time in order to carry out more effectively the purposes of the Collateral Documents and to satisfy the Collateral and Guarantee Requirement.

(2) As promptly as practicable, and in any event no later than ninety (90) days after the Closing Date or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Closing Date, (a) deliver the documents or take the actions required pursuant to subclauses (i) through (vi) of Section 6.11(2)(b) hereof with respect to any Mortgaged Properties listed in Schedule 1.01(2), including, as promptly as practicable after the reasonable request therefor by the Collateral Agent, environmental assessment reports and reliance letters (if any) reasonably acceptable to the Collateral Agent of all such Material Real Property and (b) deliver the documents or take the actions specified in Schedule 6.13(2), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

SECTION 6.14 Use of Proceeds. The proceeds of (a) the Closing Date Term Loans will be used, together with proceeds of any Revolving Loans drawn on the Closing Date and cash on hand, to consummate the Closing Date Refinancing and to pay the Transaction Expenses, and (b) any Revolving Loans will be used (i) on the Closing Date, (A) to consummate the Closing Date Refinancing and to pay the Transaction Expenses, (B) for working capital and (C) to replace, backstop or cash collateralize letters of credit outstanding on the Closing Date (including by “grandfathering” such existing letters of credit into the Revolving Facility) and (ii) from time to time thereafter, for working capital and general corporate purposes and for any other purpose not prohibited by the Loan Documents.

SECTION 6.15 Maintenance of Ratings. Use commercially reasonable efforts to maintain (1) a public corporate credit rating (but not any specific rating) from S&P and a public corporate family rating (but not any specific rating) from Moody’s, in each case in respect of the Borrowers, and (2) a public rating (but not any specific rating) in respect of each Term Facility as of the Closing Date from each of S&P and Moody’s.

ARTICLE VII

Negative Covenants

So long as the Termination Conditions are not satisfied:

SECTION 7.01 Liens. No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien (except any Permitted Lien(s)) that secures obligations under any Indebtedness or any related guarantee of Indebtedness on any asset or property of a Borrower or any Restricted Subsidiary, or any income or profits therefrom.

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The expansion of Liens by virtue of accretion or amortization of original issue discount, the payment of dividends or distributions in the form of Indebtedness, and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01.

For purposes of determining compliance with this Section 7.01, (A) a Lien need not be incurred solely by reference to one category of Permitted Liens described in the definition thereof, but is permitted to be incurred in part under any combination thereof and of any other available exemption and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of Permitted Liens, the Lead Borrower will, in its sole discretion, be entitled to divide or classify, in whole or in part, any such Lien (or any portion thereof) among one or more of such categories or clauses in any manner.

SECTION 7.02 Indebtedness.

(a) No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary to, directly or indirectly:

(i) create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness), or

(ii) issue any shares of Disqualified Stock or permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock;

provided that any Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, in each case if the Total Net Leverage Ratio for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 6.50 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 application of proceeds therefrom had occurred at the beginning of such Test Period;

provided, further, that (a) the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred shall be not less than the remaining Weighted Average Life to Maturity of (x) if such Indebtedness is incurred in the form of a revolving credit facility, the Revolving Facility and (y) otherwise, the Term Loans; (b) the final scheduled maturity date of such Indebtedness is equal to or later than the final scheduled maturity date of (x) if such Indebtedness is incurred in the form of a revolving credit facility, the Revolving Facility and (y) otherwise, the Term Loans; (c) such Indebtedness, if incurred in the form of a revolving credit facility, shall not provide for any mandatory scheduled amortization or mandatory commitment reductions; (d) all other terms (other than with respect to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption terms) applicable to such Indebtedness shall, if not otherwise consistent with the terms of the Loans, not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Loans, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Covenant and (e) solely in the case of such Indebtedness in the form of term loans is secured by the Collateral on a pari passu basis with the First Lien Obligations under this Agreement, then the Borrowers shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c) as if such

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Indebtedness were Incremental Term Loans incurred pursuant to Section 2.14; provided further that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this Section 7.02(a) if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom and without netting any cash received from the incurrence of such Indebtedness, Disqualified Stock or Preferred Stock proposed to be incurred), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of such Restricted Subsidiaries incurred or issued pursuant to this Section 7.02(a), together with any principal amounts incurred or issued by such Restricted Subsidiaries under Section 7.02(b)(14) and Refinancing Indebtedness in respect of any of the foregoing (excluding any Incremental Amounts), in each case then outstanding, would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $50.0 million and (II) 27.50% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis).

(b) The provisions of Section 7.02(a) will not apply to:

(1) Indebtedness under the Loan Documents (including Incremental Loans, Other Loans, Extended Term Loans, Loans made pursuant to Extended Revolving Commitments and Replacement Term Loans);

(2) the incurrence by any Borrower and any Guarantor of Indebtedness under the Second Lien Facility in a principal amount not to exceed $630.0 million at any time outstanding (in each case, plus such principal amount increases as may result from payments in kind on the Second Lien Facility from time to time);

(3) the incurrence of Indebtedness by a Borrower and any Restricted Subsidiary in existence on the Closing Date (excluding Indebtedness described in the preceding clauses (1) and (2)); provided that any such item of Indebtedness shall be set forth on Schedule 7.02;

(4) the incurrence of Attributable Indebtedness and Indebtedness (including Capitalized Lease Obligations and Purchase Money Obligations) and Disqualified Stock incurred or issued by a Borrower or any Restricted Subsidiary and Preferred Stock issued by any Restricted Subsidiary, to finance the purchase, lease, expansion, construction, installation, replacement, repair or improvement of property (real or personal), equipment or other assets, including assets that are used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets in an aggregate principal amount, together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts) and all other Indebtedness, Disqualified Stock or Preferred Stock incurred or issued and outstanding under this clause (4), at such time not to exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $75.0 million and (II) 40.0% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis);

(5) Indebtedness incurred by a Borrower or any Restricted Subsidiary (a) constituting reimbursement obligations with respect to letters of credit, bank guarantees, banker’s acceptances, warehouse receipts, or similar instruments issued or entered into, or relating to obligations or liabilities incurred, in the ordinary course of business, including in respect of workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, performance, completion or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or (b) as an account party in respect of letters of credit, bank guarantees or similar instruments in favor of suppliers, trade creditors or other Persons issued or incurred in the ordinary course of business;

(6) the incurrence of Indebtedness arising from agreements of a Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

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(7) the incurrence of Indebtedness or issuance of Disqualified Stock of a Borrower to a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to any Restricted Subsidiary); provided that (x) any such Indebtedness for borrowed money owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Loans on customary terms reasonably acceptable to the Administrative Agent and (y) any such incurrence is permitted pursuant to Section 7.05; provided further that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness or Disqualified Stock (except to a Borrower or another Restricted Subsidiary or any pledge of such Indebtedness or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) or issuance of such Disqualified Stock (to the extent such Disqualified Stock is then outstanding) not permitted by this clause (7);

(8) the incurrence of Indebtedness of a Restricted Subsidiary to a Borrower or another Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to a Borrower or any Restricted Subsidiary) to the extent permitted by Section 7.05; provided that any such Indebtedness for borrowed money incurred by a Guarantor and owing to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Guaranty of the Loans of such Guarantor on customary terms reasonably acceptable to the Administrative Agent; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any such subsequent transfer of any such Indebtedness (except to a Borrower or a Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) will be deemed, in each case, to be an incurrence of such Indebtedness (to the extent such Indebtedness is then outstanding) not permitted by this clause (8);

(9) the issuance of shares of Preferred Stock or Disqualified Stock of a Restricted Subsidiary to a Borrower or a Restricted Subsidiary (or to any Parent Company which is substantially contemporaneously transferred to a Borrower or any Restricted Subsidiary); provided (x) that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary that holds such Preferred Stock or Disqualified Stock ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock or Disqualified Stock (except to a Borrower or another Restricted Subsidiary or any pledge of such Preferred Stock or Disqualified Stock constituting a Permitted Lien) will be deemed, in each case, to be an issuance of such shares of Preferred Stock or Disqualified Stock (to the extent such Preferred Stock or Disqualified Stock is then outstanding) not permitted by this clause (9) and (y) any such incurrence is permitted pursuant to Section 7.05;

(10) the incurrence of Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);

(11) the incurrence of obligations in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance, banker’s acceptance facilities and completion guarantees and similar obligations provided by a Borrower or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business, including those incurred to secure health, safety and environmental obligations;

(12) the incurrence of:

(a) Indebtedness or issuance of Disqualified Stock of a Borrower and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any other Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100.0% of the net cash proceeds received by a Borrower since the Closing Date from the issue or sale of Equity Interests of Holdings or a Borrower or contributions to the capital of Holdings or a Borrower, including

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through consolidation, amalgamation or merger (in each case, other than proceeds of Disqualified Stock or any exercise of the cure right set forth in Section 8.04 and other than proceeds received from a Borrower or a Restricted Subsidiary) as determined in accordance with clauses (3)(b) and (3)(c) of Section 7.05(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to Section 7.05(a) or to make Permitted Investments (other than Permitted Investments specified in clause (1), (2) or (3) of the definition thereof); and

(b) Indebtedness or issuance of Disqualified Stock of a Borrower and the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock of any other Restricted Subsidiary in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (12)(b), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) (i) the greater of (I) $50.0 million and (II) 27.50% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis); plus, without duplication, (ii) in the event of any extension, replacement, refinancing, renewal or defeasance of any such Indebtedness, Disqualified Stock or Preferred Stock, an amount equal to (x) any accrued and unpaid interest on the Indebtedness, any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased plus (y) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Stock or Preferred Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Stock or Preferred Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such Indebtedness, Disqualified Stock or Preferred Stock.

(13) the incurrence or issuance by a Borrower of Indebtedness or Disqualified Stock or the incurrence or issuance by any other Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock that serves to Refinance any Indebtedness (including any Designated Revolving Commitments) permitted under Section 7.02(a) and clauses (b)(2), (3), (4) and (12)(a) above and clauses (14) and (30) below, or any successive Refinancing Indebtedness with respect to any of the foregoing;

(14) the incurrence or issuance of:

(a) Indebtedness or Disqualified Stock of a Borrower or Indebtedness, Disqualified Stock or Preferred Stock of any other Restricted Subsidiary, incurred or issued to finance an acquisition or investment (or other purchase of assets) or that is assumed by such Borrower or any Restricted Subsidiary in connection with such acquisition or investment (or other purchase of assets), and

(b) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by a Borrower or any Restricted Subsidiary or merged into, amalgamated or consolidated with a Borrower or a Restricted Subsidiary in accordance with the terms of this Agreement;

provided that, in the case of the preceding clauses (a) and (b), either:

(i) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger, the Borrowers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test set forth in Section 7.02(a); or

(ii) after giving pro forma effect to such acquisition, amalgamation, consolidation or merger and such incurrence, the Total Net Leverage Ratio of Holdings for the Test Period preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or

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Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving Commitments are established after giving pro forma effect to the incurrence of the entire committed amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this proviso) (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than the Total Net Leverage Ratio immediately prior to giving effect to such incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock;

provided, further, that with respect to such incurred Indebtedness (but not such assumed Indebtedness), (a) the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is incurred that is not less than the remaining Weighted Average Life to Maturity of (x) if such Indebtedness is incurred in the form of a revolving credit facility, the Revolving Facility and (y) otherwise, the Term Loans; (b) final scheduled maturity date of such Indebtedness is equal to or later than the final scheduled maturity date of (x) if such Indebtedness is incurred in the form of a revolving credit facility, the Revolving Facility and (y) otherwise, the Term Loans; (c) such Indebtedness, if incurred in the form of a revolving credit facility, shall not provide for any mandatory scheduled amortization or mandatory commitment reductions; and (d) all other terms (other than with respect to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption terms) applicable to such Indebtedness shall, if not otherwise consistent with the terms of the Loans, not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Loans, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Facility; provided further that (A) Restricted Subsidiaries that are not Guarantors may not incur Indebtedness or issue Disqualified Stock or Preferred Stock under this clause (14) if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), the aggregate principal amount of Indebtedness, liquidation preference of Disqualified Stock and amount of Preferred Stock of such Restricted Subsidiaries incurred or issued pursuant to this clause (14), together with any principal amounts incurred or issued by such Restricted Subsidiaries under Section 7.02(a) and any Refinancing Indebtedness in respect of any of the foregoing (excluding any Incremental Amounts), in each case then outstanding, would exceed (as of the date such Indebtedness, Disqualified Stock or Preferred Stock is issued, incurred or otherwise obtained) the greater of (I) $50.0 million and (II) 27.50% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) and (B) if Indebtedness in the form of term loans is secured on a pari passu basis with the First Lien Obligations under this Agreement, then the Borrowers shall comply with the “most favored nation” pricing provisions of Section 2.14(5)(c) as if such Indebtedness were Incremental Term Loans incurred pursuant to Section 2.14.

(15) the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(16) the incurrence of Indebtedness of a Borrower or any Restricted Subsidiary supported by letters of credit or bank guarantees issued in connection herewith, any Credit Agreement Refinancing Indebtedness or Permitted Incremental Equivalent Debt, in each case, in a principal amount not in excess of the stated amount of such letters of credit or bank guarantees;

(17) (a) the incurrence of any guarantee by a Borrower or a Restricted Subsidiary of Indebtedness or other obligations of a Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations incurred by a Borrower or such Restricted Subsidiary is permitted by this Agreement, or (b) any co-issuance by a Borrower or any Restricted Subsidiary of any Indebtedness or other obligations of a Borrower or any Restricted Subsidiary so long as the incurrence of such Indebtedness or other obligations by a Borrower or such Restricted Subsidiary is permitted by this Agreement;

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(18) the incurrence of Indebtedness issued by a Borrower or any Restricted Subsidiary to future, present or former employees, directors, officers, members of management, consultants and independent contractors thereof, their respective Controlled Investment Affiliates or Immediate Family Members and permitted transferees thereof, in each case to finance the purchase or redemption of Equity Interests of a Borrower or any Parent Company to the extent permitted in Section 7.05(b)(4);

(19) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business;

(20) the incurrence of (a) Indebtedness owed to banks and other financial institutions incurred in the ordinary course of business in connection with ordinary banking arrangements to manage cash balances (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities) of the Borrowers and the other Restricted Subsidiaries and (b) Indebtedness in respect of Cash Management Services, including Cash Management Obligations;

(21) Indebtedness incurred by a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course of business on arm’s-length commercial terms;

(22) the incurrence of Indebtedness of a Borrower or any Restricted Subsidiary consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(23) the incurrence of Indebtedness, Disqualified Stock or Preferred Stock by Restricted Subsidiaries of Holdings that are not Guarantors in an aggregate principal amount or liquidation preference that, when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant to this clause (23), together with any Refinancing Indebtedness in respect thereof (excluding any Incremental Amounts), does not exceed (as of the date such Indebtedness is issued, incurred or otherwise obtained) the greater of (I) $25.0 million and (II) 12.50% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis);

(24) the incurrence of Indebtedness by any Borrower or any Restricted Subsidiary undertaken in connection with cash management (including netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and related or similar services or activities) with respect to any Borrower, any Subsidiaries or any joint venture in the ordinary course of business, including with respect to financial accommodations of the type described in the definition of “Cash Management Services”;

(25) the incurrence of Additional Project Indebtedness;

(26) guarantees incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sub-licensees and distribution partners;

(27) the incurrence of Indebtedness attributable to (but not incurred to finance) the exercise of appraisal rights or the settlement of any claims or actions (whether actual, contingent or potential) with respect to any acquisition (by merger, consolidation or amalgamation or otherwise) in accordance with the terms hereof;

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(28) the incurrence of Indebtedness representing deferred compensation to employees of any Parent Company, a Borrower or any Restricted Subsidiary, including Indebtedness consisting of obligations under deferred compensation or any other similar arrangements incurred in connection with any investment or any acquisition (by merger, consolidation or amalgamation or otherwise) permitted under this Agreement;

(29) the incurrence of Indebtedness arising out of any Sale-Leaseback Transaction permitted under Section 7.08(b)(17);

(30) (a) Credit Agreement Refinancing Indebtedness and (b) Permitted Incremental Equivalent Debt;

(31) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (1) through (30) above;

(32) obligations in respect of Qualifying Securitization Facilities in an aggregate principal amount not to exceed the greater of (I) $50.0 million and (II) 30.0% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) so long as no Event of Default will have occurred and be continuing or would occur as a consequence thereof; and

(33) Indebtedness consisting of obligations of Holdings, the Borrowers, or any other Subsidiary of Holdings to pay any shortfall following application of incremental tax revenue payments paid against scheduled principal and interest payments of revenue allocation bonds or similar tax increment financing obligations incurred in connection with economic or infrastructure development projects undertaken by municipalities or similar public authorities in support of the operations of Holdings, the Borrowers or any other Subsidiary of Holdings.

(c) For purposes of determining compliance with this Section 7.02:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) at any time, whether at the time of incurrence or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (33) above or is entitled to be incurred pursuant to Section 7.02(a), the Lead Borrower, in its sole discretion, may divide and classify and may subsequently re-divide and reclassify, such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock (or a portion thereof) in such of the above clauses or under Section 7.02(a) as determined by the Lead Borrower at such time; provided that all Indebtedness (x) incurred hereunder and (y) represented by the Second Lien Facility on the Closing Date will, at all times, be treated as incurred on the Closing Date under Section 7.02(b)(1) and (2), respectively, and may not be reclassified;

(2) the principal amount of Indebtedness outstanding under any clause of this Section 7.02 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness;

(3) in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued pursuant to Section 7.02(b) (other than Section 7.02(b)(14) or Section 7.02(b)(30)(b) (but, in the case of Section 7.02(b)(30)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)) on the same date that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued under Section 7.02(a), 7.02(b)(14) or Section 7.02(b)(30)(b) (but, in the case of Section 7.02(b)(30)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test), then the applicable leverage ratio will be calculated with respect to such incurrence or issuance under Section 7.02(a), 7.02(b)(14) or

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Section 7.02(b)(30)(b) (but, in the case of Section 7.02(b)(30)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test) without regard to any incurrence or issuance under Section 7.02(b) (other than with respect to any incurrence under Section 7.02(b)(14) or Section 7.02(b)(30)(b) (but, in the case of Section 7.02(b)(30)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)); provided that unless the Lead Borrower elects otherwise, the incurrence or issuance of Indebtedness, Disqualified Stock or Preferred Stock will be deemed incurred or issued first under Section 7.02(a),7.02(b)(14) or Section 7.02(b)(30)(b) (but, in the case of Section 7.02(b)(30)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test) to the extent permitted with the balance incurred under Section 7.02(b) (other than pursuant to Section 7.02(b)(14) or Section 7.02(b)(30)(b) (but, in the case of Section 7.02(b)(30)(b), solely with respect to Permitted Incremental Equivalent Debt incurred in reliance upon a ratio test)).

The accrual of interest or dividends or distributions, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends or distributions in the form of additional Indebtedness, Disqualified Stock or Preferred Stock and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, in each case, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 7.02. Any Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, to refinance Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, pursuant to clauses (2), (3), (4), (12), (13), (14) and (23) of Section 7.02(b) will be permitted to include additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay (I) any accrued and unpaid interest on the Indebtedness (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness), any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased and (II) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

For purposes of determining compliance with any Dollar denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Stock or Preferred Stock, the Dollar equivalent principal amount of Indebtedness or liquidation preference of Disqualified Stock or amount of Preferred Stock denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness, Disqualified Stock or Preferred Stock was incurred or issued (or, in the case of revolving credit debt, the date such Indebtedness was first committed or first incurred (whichever yields the lower Dollar equivalent)); provided that if such Indebtedness, Disqualified Stock or Preferred Stock is issued to Refinance other Indebtedness, Disqualified Stock or Preferred Stock denominated in a foreign currency, and such refinancing would cause the applicable Dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar denominated restriction will be deemed not to have been exceeded so long as the principal amount in such foreign currency of such refinancing Indebtedness, Disqualified Stock or Preferred Stock does not exceed (i) the principal amount in such foreign currency of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock (as applicable) being refinanced, extended, replaced, refunded, renewed or defeased plus (ii) any accrued and unpaid interest on the Indebtedness (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness), any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock

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The principal amount of any Indebtedness incurred or Disqualified Stock or Preferred Stock issued to refinance other Indebtedness, Disqualified Stock or Preferred Stock, if incurred or issued in a different currency from the Indebtedness, Disqualified Stock or Preferred Stock, as applicable, being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness or Disqualified Stock or Preferred Stock is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date will be the principal amount thereof that would be shown on a balance sheet of Holdings dated such date prepared in accordance with GAAP.

For purposes of determining compliance with this Section 7.02, if any Indebtedness is incurred, or Disqualified Stock or Preferred Stock is issued, in reliance on a Basket measured by reference to a percentage of Consolidated EBITDA, and any refinancing thereof would cause the percentage of Consolidated EBITDA to be exceeded if calculated based on the Consolidated EBITDA on the date of such refinancing, such percentage of Consolidated EBITDA will not be deemed to be exceeded to the extent the principal amount of such newly incurred Indebtedness, the liquidation preference of such newly issued Disqualified Stock or the amount of such newly issued Preferred Stock does not exceed the sum of (i) the principal amount of such Indebtedness, the liquidation preference of such Disqualified Stock or the amount of such Preferred Stock being refinanced, extended, replaced, refunded, renewed or defeased, plus (ii) any accrued and unpaid interest on the Indebtedness (and with respect to Indebtedness under Designated Revolving Commitments, including an amount equal to any unutilized Designated Revolving Commitments being refinanced, extended, replaced, refunded, renewed or defeased to the extent permanently terminated at the time of incurrence of such Refinancing Indebtedness), any accrued and unpaid dividends or distributions on the Preferred Stock, and any accrued and unpaid dividends or distributions on the Disqualified Stock being so refinanced, extended, replaced, refunded, renewed or defeased, plus (iii) the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such refinanced Indebtedness, Preferred Stock or Disqualified Stock and any defeasance costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Preferred Stock or Disqualified Stock or the extension, replacement, refunding, refinancing, renewal or defeasance of such refinanced Indebtedness, Preferred Stock or Disqualified Stock.

SECTION 7.03 Fundamental Changes. None of the Holdings nor any Borrower shall, nor shall any Borrowers permit any Restricted Subsidiary to, consolidate, amalgamate or merge with or into or wind up into another Person, or liquidate or dissolve or dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except that:

(1) Holdings or any Restricted Subsidiary may merge or consolidate with a Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that

(a) a Borrower shall be the continuing or surviving Person,

(b) such merger or consolidation does not result in a Borrower ceasing to be organized under the Laws of the United States, any state thereof or the District of Columbia and

(c) in the case of a merger or consolidation of Holdings with and into a Borrower,

(i) Holdings shall not be an obligor in respect of any Indebtedness that is not permitted to be Indebtedness of such Borrower under this Agreement,

(ii) [reserved],

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(iii) no Event of Default exists at such time or after giving effect to such transaction and

(iv) after giving effect to such transaction, a direct parent of the Borrowers will (A) expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which such Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Borrowers and (B) pledge 100% of the Equity Interests of the Borrowers held by such direct parent to the Administrative Agent as Collateral to secure the Obligations in form reasonably satisfactory to the Administrative Agent and the Borrowers;

(2) (a) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party,

(b) subject to clause (1), any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party; provided that a Loan Party shall be the continuing or surviving Person;

(c) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another jurisdiction in the United States will be permitted; and

(d) any Restricted Subsidiary (other than a Borrower) may liquidate or dissolve or change its legal form if the Lead Borrowers determine in good faith that such action is in the best interests of the Borrowers and the other Restricted Subsidiaries and is not materially disadvantageous to the Lenders;

provided that in the case of clause (d), the Person who receives the assets of such dissolving or liquidated Restricted Subsidiary that is a Guarantor shall be a Loan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investments”;

(3) any Restricted Subsidiary (other than a Borrower) may dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower or another Restricted Subsidiary and if such disposing Restricted Subsidiary is a Loan Party, then the Restricted Subsidiary receiving such assets shall also be a Loan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investments”;

(4) so long as no Event of Default has occurred and is continuing or would result therefrom, a Borrower may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (a) such Borrower shall be the continuing or surviving corporation or (b) if the Person formed by or surviving any such merger or consolidation is not such Borrower (or, in connection with a disposition of all or substantially all of such Borrower’s assets, is the transferee of such assets) (any such Person, a “Successor Borrower”):

(i) the Successor Borrower will:

(A) be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia,

(B) expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Lead Borrower and

(C) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Loan Document (as applicable) comply with this Agreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent;

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(ii) substantially contemporaneously with such transaction (or at a later date as agreed by the Administrative Agent),

(A) each Guarantor, unless it is the other party to such merger or consolidation, will by a supplement to the Guaranty (or in another form reasonably satisfactory to the Administrative Agent and the Borrowers) reaffirm its Guaranty of the Obligations (including the Successor Borrower’s obligations under this Agreement),

(B) each Loan Party, unless it is the other party to such merger or consolidation, will, by a supplement to the Security Agreement (or in another form reasonably satisfactory to the Administrative Agent), confirm its grant or pledge thereunder,

(C) if reasonably requested by the Administrative Agent, each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, will, by an amendment to or restatement of the applicable Mortgage (or other instrument reasonably satisfactory to the Collateral Agent and the Borrowers), confirm that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement; and

(iii) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

provided further that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, such applicable Borrower under this Agreement;

(5) so long as no Event of Default has occurred and is continuing or would result therefrom, Holdings may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person; provided that (a) Holdings will be the continuing or surviving Person or (b) if:

(i) the Person formed by or surviving any such merger or consolidation is not Holdings,

(ii) Holdings is not the Person into which the applicable Person has been liquidated or

(iii) in connection with a disposition of all or substantially all of Holdings’ assets, the Person that is the transferee of such assets is not Holdings (any such Person described in the preceding clauses (i) through (iii), a “Successor Holdings Entity”), then in each case the Successor Holdings Entity will:

(A) be an entity organized or existing under the laws of the United States, any state thereof or the District of Columbia,

(B) expressly assume all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent and the Lead Borrower,

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(C) pledge 100% of the Equity Interests of the Borrowers held by such Successor Holding Entity to the Administrative Agent as Collateral to secure the Obligations in accordance with the Security Agreement or otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Lead Borrower,

(D) if reasonably requested by the Administrative Agent, deliver, or cause the Borrowers to deliver, to the Administrative Agent (I) an Officer’s Certificate stating that such merger or consolidation or other transaction and such supplement to this Agreement or any Collateral Document (as applicable) comply with this Agreement and (II) an Opinion of Counsel including customary organization, due execution, no conflicts and enforceability opinions to the extent reasonably requested by the Administrative Agent; and

(iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received at least two (2) Business Days prior to the consummation of such transaction all documentation and other information in respect of the Successor Holdings Entity required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;

provided further that if the foregoing are satisfied, the Successor Holdings Entity will succeed to, and be substituted for, Holdings for all purposes under this Agreement;

(6) any Restricted Subsidiary (other than a Borrower) may merge or consolidate with (or dispose of all or substantially all of its assets to) any other Person in order to effect a Permitted Investment or other Investment permitted pursuant to Section 7.05; provided that solely in the case of a merger or consolidation involving a Loan Party, no Event of Default exists or would result therefrom; provided further that the continuing or surviving Person will be (a) a Borrower or (b) Loan Party or such disposition shall otherwise be permitted under Section 7.05 or the definition of “Permitted Investments”;

(7) a merger, dissolution, liquidation, consolidation or disposition of any Restricted Subsidiary (other than a Borrower), the purpose of which is to effect a disposition permitted pursuant to Section 7.04 or a disposition that does not constitute any Asset Sale (other than a transaction described in clause (b) of the definition of “Asset Sale”); and

(8) a Borrower, Holdings and any Restricted Subsidiary may (a) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of a Borrower or the laws of a jurisdiction in the United States and (b) change its name.

SECTION 7.04 Asset Sales. No Borrower shall nor shall any Borrower permit any Restricted Subsidiary to, consummate any Asset Sale unless:

(1) a Borrower or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of and

(2) with respect to any Assets Sale pursuant to this Section 7.04 for a purchase price in excess of $7.5 million, at least 75.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis), received by a Borrower or a Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this clause (2):

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(a) any liabilities (as shown on a Borrower’s or any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on a Borrower’s or a Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrowers) of a Borrower or any Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are (i) assumed by the transferee of any such assets (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to a Borrower or a Restricted Subsidiary);

(b) any securities, notes or other obligations or assets received by a Borrower or any Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are converted by such Borrower or a Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale;

(c) any Designated Non-Cash Consideration received by a Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) $20.0 million and (ii) 10.0% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis), with the fair market value of each item of Designated Non-Cash Consideration being measured, at the Borrowers’ option, either at the time of contractually agreeing to such Asset Sale or at the time received and, in either case, without giving effect to any subsequent change(s) in value; or

(d) Indebtedness of any Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to a Borrower or a Restricted Subsidiary), to the extent that each Borrower and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale.

To the extent any Collateral is disposed of as expressly permitted by this Section 7.04 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrowers that such disposition is permitted by this Agreement, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

SECTION 7.05 Restricted Payments.

(a) None of the Holdings nor any Borrower shall, nor shall any Borrower permit any Restricted Subsidiary to, directly or indirectly:

(A) declare or pay any dividend or make any payment or distribution on account of a Borrower’s or any Restricted Subsidiary’s Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests), including any dividend or distribution payable in connection with any merger, amalgamation or consolidation, other than:

(i) dividends, payments or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Borrower or a Parent Company or in options, warrants or other rights to purchase such Equity Interests; or

(ii) dividends, payments or distributions by a Restricted Subsidiary (other than a Borrower) so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly owned Subsidiary, a Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities or such other amount to which it is entitled pursuant to the terms of such Equity Interest;

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(B) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of a Borrower or any Parent Company, including in connection with any merger, amalgamation or consolidation, in each case held by Persons other than a Borrower or a Restricted Subsidiary;

(C) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to, subject to the Intercreditor Agreement, any scheduled repayment, sinking fund payment, mandatory prepayment or final maturity, any Subordinated Indebtedness, other than:

(i) Indebtedness permitted under clauses (7), (8) and (9) of Section 7.02(b) to the extent not in violation of any applicable subordination terms; or

(ii) the payment, redemption, repurchase, defeasance, acquisition or retirement for value of Subordinated Indebtedness in connection with satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement; or

(D) make any Restricted Investment;

(all such payments and other actions set forth in clauses (A) through (D) above being collectively referred to as “Restricted Payments”), unless, at the time of and immediately after giving effect to such Restricted Payment:

(1) in the case of a Restricted Payment described in clauses (A) and (B) above utilizing clause 3(a) or (g) below, no Event of Default will have occurred and be continuing or would occur as a consequence thereof;

(2) in the case of a Restricted Payment described in clauses (A) and (B) above utilizing clause (3)(a) or (3)(g) below, immediately after giving effect to any such Restricted Payment made pursuant to clause (3)(a) or (3)(g) below, on a pro forma basis, the Borrowers could incur $1.00 of additional Indebtedness pursuant to the Total Net Leverage Ratio test set forth in Section 7.02(a);

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments (including the fair market value of any non-cash amount) made by a Borrower and any Restricted Subsidiaries after the Closing Date (excluding Restricted Payments permitted by 7.05(b) other than clause (1) thereof), is less than the sum of (without duplication):

(a) 50.0% of the Consolidated Net Income of Holdings and the Restricted Subsidiaries for the period (taken as one accounting period) commencing on September 25, 2016 to the end of the most recently ended fiscal quarter for which financial statements of Holdings have been delivered pursuant to Section 6.01 preceding such Restricted Payment or, in the case such Consolidated Net Income for such period is a deficit, minus 100.0% of such deficit; plus

(b) 100.0% of the aggregate net cash proceeds and the fair market value of marketable securities received by a Borrower and the Restricted Subsidiaries since the Closing Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 7.02(b)(12)(a)) from the issue or sale of:

(i) (A) Equity Interests of the Borrowers, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities received from the sale of:

(I) Equity Interests to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates, Immediate Family Members or any permitted transferees thereof) of the Borrowers, its Subsidiaries or any Parent Company after the Closing Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 7.05(b)(4); and

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(II) Designated Preferred Stock; and

(B) Equity Interests of Parent Companies, to the extent the proceeds of any such issuance or consideration for any such sale are contributed to a Borrower (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 7.05(b)(4)); or

(ii) Indebtedness of a Borrower or any Restricted Subsidiary, that has been converted into or exchanged for Equity Interests of a Borrower or any Parent Company;

provided that this clause (b) will not include the proceeds from (v) any exercise of the cure right set forth in Section 8.04, (w) Refunding Capital Stock (as defined below) applied in accordance with Section 7.05(b)(2) below, (x) Equity Interests or convertible debt securities of a Borrower sold to a Restricted Subsidiary, (y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (z) Excluded Contributions; plus

(c) 100.0% of the aggregate amount of cash, Cash Equivalents and the fair market value of marketable securities contributed to the capital of a Borrower following the Closing Date or that becomes part of the capital of a Borrower through consolidation, amalgamation or merger following the Closing Date, in each case not involving cash consideration payable by a Borrower (other than (w) net cash proceeds of any exercise of the cure right set forth in Section 8.04, (x) net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 7.02(b)(12)(a), (y) cash, Cash Equivalents and marketable securities that are contributed by a Restricted Subsidiary or (z) Excluded Contributions); plus

(d) 100.0% of the aggregate amount received in cash and the fair market value of marketable securities received by a Borrower or a Restricted Subsidiary by means of:

(i) the sale or other disposition (other than to a Borrower or a Restricted Subsidiary) of, or other returns on investments from, Restricted Investments made by a Borrower or the Restricted Subsidiaries (including cash distributions and cash interest received in respect of Restricted Investments) and repurchases and redemptions of such Restricted Investments from a Borrower or the Restricted Subsidiaries (other than by a Borrower or a Restricted Subsidiary) and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by a Borrower or the Restricted Subsidiaries, in each case after the Closing Date and constituting Restricted Investments made under this Section 7.05(a) (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof);

(ii) the sale (other than to a Borrower or a Restricted Subsidiary) of Equity Interests of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (in each case, to the extent the Investment in such Unrestricted Subsidiary constituted a Restricted Investment made under this Section 7.05(a), but including such cash or fair market value to the extent exceeding the amount of such Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Closing Date (excluding any Excluded Contributions made pursuant to clause (2) of the definition thereof); or

(iii) any returns, profits, distributions and similar amounts received on account of any Restricted Investment made under this Section 7.05(a) subject to a dollar-denominated or ratio based basket (to the extent in excess of the original amount of the Investment); plus

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(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into a Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to a Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, to the extent the designation of such Unrestricted Subsidiary constituted a Restricted Investment made under this Section 7.05(a) and not exceeding the amount of such Investment; plus

(f) 100% of the aggregate amount of any Excluded Proceeds (except to the extent utilized to repurchase, redeem, defease, acquire, or retire for value any Subordinated Indebtedness pursuant to clause (b)(13) below); plus

(g) $25.0 million.

(b) The provisions of Section 7.05(a) will not prohibit:

(1) the payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or other distribution or redemption payment would have complied with the provisions of this Section 7.05;

(2) (a) the redemption, repurchase, defeasance, discharge, retirement or other acquisition of (i) any Equity Interests of a Borrower, any Restricted Subsidiary or any Parent Company, including any accrued and unpaid dividends or distributions thereon (“Treasury Capital Stock”) or (ii) Subordinated Indebtedness, in each case, made (x) in exchange for, or out of the proceeds of, a sale or issuance (other than to a Restricted Subsidiary) of Equity Interests of a Borrower or any Parent Company (in the case of proceeds, to the extent any such proceeds therefrom are contributed to the Borrower) (in each case, other than Disqualified Stock) and (y) within 120 days of such sale or issuance (“Refunding Capital Stock”),

(b) the declaration and payment of dividends or distributions on Treasury Capital Stock out of the proceeds of a sale or issuance (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust established by a Borrower or any Restricted Subsidiary) of Refunding Capital Stock made within 120 days of such sale or issuance, and

(c) if, immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends or distributions thereon by a Borrower was permitted under clauses (6)(a) or (b) of this Section 7.05(b), the declaration and payment of dividends or distributions on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent Company) in an aggregate amount per annum no greater than the aggregate amount of dividends or distributions per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of:

(a) Subordinated Indebtedness of a Borrower or a Subsidiary Guarantor made (i) by exchange for, or out of the proceeds of the sale, issuance or incurrence of, new Subordinated Indebtedness (of the same or lesser ranking and priority) of a Borrower or a Guarantor or Disqualified Stock of a Borrower or a Guarantor and (ii) within 120 days of such sale, issuance or incurrence, that, in each case, is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.02,

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(b) Disqualified Stock of a Borrower or a Guarantor made by exchange for, or out of the proceeds of the sale, issuance or incurrence of Disqualified Stock of a Borrower or a Guarantor, made within 120 days of such sale, issuance or incurrence,

(c) Disqualified Stock of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the sale or issuance of, Disqualified Stock of a Restricted Subsidiary that is not a Guarantor, made within 120 days of such sale or issuance, that, in each case, is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.02,

(d) (i) Indebtedness under the Second Lien Facility in an aggregate amount not to exceed $180.0 million if after giving pro forma effect thereto and the application of net proceeds therefrom, the First Lien Net Leverage Ratio for the Test Period immediately preceding such payment, defeasance, redemption, repurchase, exchange or other acquisition or retirement would be no greater than 4.00 to 1.00 and (ii) any AHYDO Payment with respect to Indebtedness under the Second Lien Facility;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) (including related stock appreciation rights or similar securities) of a Borrower or any Parent Company held by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of a Borrower, any of its Subsidiaries or any Parent Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any equity subscription or equity holder agreement (including, for the avoidance of doubt, any principal and interest payable on any notes issued by a Borrower or any Parent Company in connection with any such repurchase, retirement or other acquisition), including any Equity Interests rolled over by management of a Borrower, any of its Subsidiaries or any Parent Company in connection with the Transactions; provided that the aggregate amount of Restricted Payments made under this clause (4) does not exceed $10.0 million in any fiscal year (increasing to $25.0 million in any fiscal year following an underwritten public Equity Offering by a Borrower or any Parent Company) with unused amounts in any calendar year being available to be carried over to up to the next two succeeding calendar years; provided further that each of the amounts in any calendar year under this clause (4) may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of a Borrower and, to the extent contributed to a Borrower, the cash proceeds from the sale of Equity Interests of any Parent Company, in each case to any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of such Borrower, any of its Subsidiaries or any Parent Company that occurs after the Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 7.05(a); plus

(b) the amount of any cash bonuses otherwise payable to members of management, employees, directors, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of a Borrower, any of its Subsidiaries or any Parent Company that are foregone in exchange for the receipt of Equity Interests of a Borrower or any Parent Company pursuant to any compensation arrangement, including any deferred compensation plan; plus

(c) the cash proceeds of life insurance policies received by a Borrower or the Restricted Subsidiaries (or by any Parent Company to the extent contributed to the Borrower) after the Closing Date; minus

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(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a), (b) and (c) of this clause (4);

provided that a Borrower may elect to apply all or any portion of the aggregate increase contemplated by clauses (a), (b) and (c) above in any calendar year; provided further that cancellation of Indebtedness owing to a Borrower or any Restricted Subsidiary from any future, present or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of a Borrower, any Parent Company or any Restricted Subsidiary in connection with a repurchase of Equity Interests of a Borrower or any Parent Company will not be deemed to constitute a Restricted Payment for purposes of this Section 7.05 or any other provision of this Agreement;

(5) [reserved];

(6) (a) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by a Borrower or any Restricted Subsidiary after the Closing Date;

(b) the declaration and payment of dividends or distributions to any Parent Company, the proceeds of which will be used to fund the payment of dividends or distributions to holders of any class or series of Designated Preferred Stock issued by such Parent Company after the Closing Date; provided that the amount of dividends and distributions paid pursuant to this clause (b) will not exceed the aggregate amount of cash actually contributed to a Borrower from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends or distributions on Refunding Capital Stock that is Preferred Stock in excess of the dividends or distributions declarable and payable thereon pursuant to clause (2) of this Section 7.05(b);

provided that in the case of each of clauses (a), (b) and (c) of this clause (6), for the most recently ended Test Period preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends or distributions on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Total Net Leverage Ratio would be no greater than 6.50 to 1.00;

(7) (a) payments made or expected to be made by a Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable by any future, present or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of a Borrower, any Restricted Subsidiary or any Parent Company,

(b) any repurchases or withholdings of Equity Interests in connection with the exercise of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of, or withholding obligations with respect to, such options, warrants or similar rights or required withholding or similar taxes and

(c) loans or advances to officers, directors, employees, managers, consultants and independent contractors of a Borrower, any Restricted Subsidiary or any Parent Company in connection with such Person’s purchase of Equity Interests of a Borrower or any Parent Company; provided that no cash is actually advanced pursuant to this clause (c) other than to pay taxes due in connection with such purchase, unless immediately repaid;

(8) the declaration and payment of dividends or distributions on any Borrower’s common equity (or the payment of dividends or distributions to any Parent Company to fund a payment of dividends or distributions on such company’s common equity), following the first public offering of Holdings’ common equity or the common equity of any Parent Company after the Closing Date, in an amount not to exceed 6.0% per annum of the net cash proceeds received by or contributed to a Borrower in or from any such public offering, other than public offerings with respect to the Holdings’ common equity registered on Form S-4 or Form S-8 and other than any public sale constituting an Excluded Contribution;

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(9) Restricted Payments in an amount that does not exceed the aggregate amount of Excluded Contributions;

(10) Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (10) not to exceed (as of the date any such Restricted Payment is made) the greater of (I) $40.0 million and (II) 22.50% of Consolidated EBITDA of Holdings and the Restricted Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis); provided that if this clause (10) is utilized to make a Restricted Investment, the amount deemed to be utilized under this clause (10) will be the amount of such Restricted Investment at any time outstanding (with the fair market value of such Investment being measured at the time made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition of “Investment”);

(11) distributions or payments of Securitization Fees;

(12) [reserved];

(13) the repurchase, redemption, defeasance, acquisition or retirement for value of any Subordinated Indebtedness from Excluded Proceeds (except to the extent utilized to make Restricted Payments pursuant to clause (f) of Section 7.05(a));

(14) the declaration and payment of dividends or distributions by Holdings, a Borrower or any Restricted Subsidiary to, or the making of loans or advances to, a Borrower or any Parent Company in amounts required for any Parent Company to pay, in each case without duplication:

(a) franchise, excise and similar taxes and other fees, taxes and expenses required to maintain their corporate or other legal existence;

(b) with respect to a Relevant Taxable Income Category of either Holdings or a Borrower, as the case may be, cash distributions by Holdings to its direct members, or by a Borrower to Holdings, in an amount for each Tax Distribution Period equal to the excess (if any) of (i) the product of (A) the excess (if any) of (I) the cumulative amount of the Relevant Taxable Income Category of Holdings (in the case of distributions by Holdings) or such Borrower (in the case of distributions to Holdings) over (II) the cumulative amount of tax deductions and losses of Holdings or any Borrower (respectively) attributable to that Relevant Taxable Income Category, multiplied by (B) the Applicable Tax Rate over (ii) the cumulative amount distributed by Holdings or any Borrower (respectively) pursuant to the provisions of this paragraph with respect to that Relevant Taxable Income Category, with all cumulative amounts under this paragraph determined from the date of this Agreement through the date of determination (and for the avoidance of doubt, amounts paid as cash distributions by Borrower to Holdings in accordance with this clause (b) may be paid by Holdings to its direct members in accordance with this clause (b)); provided that no distribution with respect to this clause (b) shall be made in connection with the liquidation of Holdings or any Borrower;

(c) salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, employees, directors, officers, members of management, consultants and independent contractors of any Parent Company, and any payroll, social security or similar taxes thereof;

(d) general corporate or other operating, administrative, compliance and overhead costs and expenses (including expenses relating to auditing and other accounting matters) of any Parent Company;

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(e) fees and expenses (including ongoing compliance costs and listing expenses) related to any equity or debt offering of a Parent Company (whether or not consummated);

(f) amounts that would be permitted to be paid directly by a Borrower or the Restricted Subsidiaries under Section 7.07(b) (other than clause 2(a) thereof);

(g) interest or principal on Indebtedness the proceeds of which have been contributed to a Borrower or any Restricted Subsidiary or that has been guaranteed by, or is otherwise considered Indebtedness of, a Borrower or any Restricted Subsidiary incurred in accordance with Section 7.02; and

(h) to finance Investments or other acquisitions or investments otherwise permitted to be made pursuant to this Section 7.05 if made by a Borrower; provided that:

(i) such Restricted Payment must be made within 120 days of the closing of such Investment, acquisition or investment,

(ii) such Parent Company must, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed to the capital of a Borrower or a Restricted Subsidiary or (B) the merger, amalgamation, consolidation or sale of the Person formed or acquired into a Borrower or a Restricted Subsidiary (to the extent not prohibited by Section 7.03) in order to consummate such Investment, acquisition or investment,

(iii) such Parent Company and its Affiliates (other than a Borrower or any Restricted Subsidiary) receives no consideration or other payment in connection with such transaction except to the extent a Borrower or a Restricted Subsidiary could have given such consideration or made such payment in compliance with this Agreement,

(iv) any property received by a Borrower may not increase amounts available for Restricted Payments pursuant to clause (3) of Section 7.05(a), and

(v) to the extent constituting an Investment, such Investment will be deemed to be made by a Borrower or such Restricted Subsidiary pursuant to another provision of this Section 7.05 (other than pursuant to clause (9) of this Section 7.05(b)) or pursuant to the definition of “Permitted Investments” (other than clause (9) thereof);

(15) the distribution, by dividend, distribution or otherwise, or other transfer or disposition of shares of Capital Stock of, Equity Interests in, or Indebtedness owed to a Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially all the assets of which are cash and Cash Equivalents);

(16) cash payments, or loans, advances, dividends or distributions to any Parent Company to make payments, in lieu of issuing fractional shares in connection with share dividends, share distribution, share splits, reverse share splits, mergers, consolidations, amalgamations or other business combinations and in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of a Borrower, any Restricted Subsidiary or any Parent Company;

(17) (a) Restricted Payments described in clauses (A) and (B) of the definition thereof contained in Section 7.05(a); provided that after giving pro forma effect thereto and the application of the net proceeds therefrom, the Total Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 4.00 to 1.00, and (b) Restricted Payments described in clauses (C) and (D) of the definition thereof contained in Section 7.05(a); provided that after giving pro forma effect thereto and the application of the net proceeds therefrom, the Total Net Leverage Ratio for the Test Period immediately preceding such Restricted Payment would be no greater than 4.50 to 1.00;

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(18) payments made for the benefit of a Borrower or any Restricted Subsidiary to the extent such payments could have been made by a Borrower or any Restricted Subsidiary because such payments (a) would not otherwise be Restricted Payments and (b) would be permitted by Section 7.07;

(19) payments and distributions to dissenting stockholders of Restricted Subsidiaries pursuant to applicable law, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of all or substantially all of the assets of any Restricted Subsidiary that complies with the terms of this Agreement or any other transaction that complies with the terms of this Agreement; and

(20) the payment of dividends, other distributions and other amounts by a Borrower to, or the making of loans to, any Parent Company in the amount required for such Parent Company to, if applicable, pay amounts equal to amounts required for any Parent Company, if applicable, to pay interest or principal (including AHYDO Payments) on Indebtedness, the proceeds of which have been permanently contributed to a Borrower or any Restricted Subsidiary and that has been guaranteed by, or is otherwise considered Indebtedness of, a Borrower or any Restricted Subsidiary incurred in accordance with this Agreement; provided that the aggregate amount of such dividends, distributions, loans and other amounts shall not exceed the amount of cash actually contributed to a Borrower for the incurrence of such Indebtedness;

provided that at the time of, and after giving effect to, any Restricted Payment permitted under clause (10) or (17), no Event of Default will have occurred and be continuing or would occur as a consequence thereof. For purposes of clauses (7) and (14) above, taxes will include all interest and penalties with respect thereto and all additions thereto.

(c) For purposes of determining compliance with this Section 7.05, in the event that any Restricted Payment or Investment (or any portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in Section 7.05(a), clauses (1) through (20) of Section 7.05(b) or one or more of the clauses contained in the definition of “Permitted Investments”, the Lead Borrower will be entitled to divide or classify, in whole or in part, in its sole discretion, such Restricted Payment or Investment (or any portion thereof) among Section 7.05(a), such clauses (1) through (20) of Section 7.05(b) or one or more clauses contained in the definition of “Permitted Investments”, in any manner.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date the Restricted Payment is made, or at the Lead Borrower’s election, the date a commitment is made to make such Restricted Payment, of the assets or securities proposed to be transferred or issued by a Borrower or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

SECTION 7.06 Change in Nature of Business. No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary to, engage in any material line of business other than any Similar Business.

SECTION 7.07 Transactions with Affiliates.

(a) No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary 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 a Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless such Affiliate Transaction is on terms, taken as a whole, that are not materially less favorable to such Borrower or the relevant Restricted Subsidiary than those that would have been obtained at such time in a comparable transaction by such Borrower or such Restricted Subsidiary with a Person other than an Affiliate of the Borrowers on an arm’s-length basis or, if in the good faith judgment of the Board of Directors no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to such Borrower or such Restricted Subsidiary from a financial point of view.

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(b) The foregoing restriction will not apply to the following:

(1) (a) transactions between or among a Borrower and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries or, in any case, any entity that becomes a Restricted Subsidiary as a result of such transaction and (b) any merger, consolidation or amalgamation of a Borrower and any Parent Company; provided that such merger, consolidation or amalgamation of a Borrower is otherwise in compliance with the terms of this Agreement and effected for a bona fide business purpose;

(2) (a) Restricted Payments permitted by Section 7.05 (including any transaction specifically excluded from the definition of the term “Restricted Payments”, including pursuant to the exceptions contained in the definition thereof and the parenthetical exclusions of such definition), (b) any Permitted Investment(s) or any acquisition otherwise permitted hereunder and (c) Indebtedness permitted by Section 7.02;

(3) (a) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to future, present or former employees, officers, directors, managers, consultants or independent contractors or guarantees in respect thereof for bona fide business purposes or in the ordinary course of business,

(b) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current, former or future officers, directors, employees, managers, consultants and independent contractors of a Borrower, any Subsidiary or any Parent Company and

(c) any payment of compensation or other employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers current, former or future officers, directors, employees, managers, consultants and independent contractors of a Borrower, any Subsidiary or any Parent Company;

(4) the payment of fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided to, or on behalf of or for the benefit of, present, future or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) of a Borrower, any Parent Company or any Restricted Subsidiary;

(5) transactions in which a Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to such Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms, when taken as a whole, are not materially less favorable to such Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Borrower or such Restricted Subsidiary with a Person that is not an Affiliate of a Borrower on an arm’s-length basis;

(6) the existence of, or the performance by a Borrower or any Restricted Subsidiary of its obligations under the terms of, any agreement as in effect as of the Closing Date, or any amendment thereto or replacement thereof (so long as any such amendment or replacement is not materially disadvantageous in the good faith judgment of the Board of Directors to the Lenders, when taken as a whole, as compared to the applicable agreement as in effect on the Closing Date);

(7) the existence of, or the performance by a Borrower or any Restricted Subsidiary of its obligations under the terms of, any equity holders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any amendment thereto and similar agreements or arrangements that it may enter into thereafter; provided that the existence of, or the performance by a Borrower or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or arrangement or under any similar agreement or arrangement entered into after the Closing Date will only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement or arrangement are not otherwise materially disadvantageous in the good faith judgment of the Board of Directors to the Lenders, when taken as a whole, as compared to the original agreement or arrangement in effect on the Closing Date;

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(8) cash payments and in-kind donations to the Chobani Foundation, made in the ordinary course;

(9) transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrowers and the other Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrowers, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance, sale or transfer of Equity Interests (other than Disqualified Stock) of a Borrower or any Parent Company to any Person and the granting and performing of customary rights (including registration rights) in connection therewith, and any contribution to the capital of a Borrower;

(11) sales of accounts receivable, or participations therein, or Securitization Assets or related assets in connection with any Qualified Securitization Facility and any other transaction effected in connection with a Qualified Securitization Facility or a financing related thereto;

(12) payments by a Borrower or any Restricted Subsidiary made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by, or made pursuant to arrangements approved by, a majority of the Board of Directors in good faith;

(13) payments with respect to Indebtedness, Disqualified Stock and other Equity Interests (and cancellation of any thereof) of a Borrower, any Parent Company and any Restricted Subsidiary and Preferred Stock (and cancellation of any thereof) of any Restricted Subsidiary to any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or permitted transferees) of a Borrower, any of its Subsidiaries or any Parent Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any equity subscription or equity holder agreement that are, in each case, approved by the Borrowers in good faith; and any employment agreements, severance arrangements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferees thereof) that are, in each case, approved by the Borrowers in good faith;

(14) (a) investments by Affiliates in securities or Indebtedness of a Borrower or any Restricted Subsidiary (and payment of reasonable out-of-pocket expenses incurred by such Affiliates in connection therewith) so long as the investment is being offered by such Borrower or such Restricted Subsidiary generally to other investors on the same or more favorable terms and (b) payments to Affiliates in respect of securities or Indebtedness of a Borrower or any Restricted Subsidiary contemplated in the foregoing subclause (a) or that were acquired from Persons other than a Borrower and the Restricted Subsidiaries, in each case, in accordance with the terms of such securities or Indebtedness;

(15) payments to or from, and transactions with, any joint venture or Unrestricted Subsidiary in the ordinary course of business (including, any cash management activities related thereto);

(16) payments by a Borrower (and any Parent Company) and its Subsidiaries pursuant to tax sharing agreements among a Borrower (and any Parent Company) and its Subsidiaries; provided that in each case the amount of such payments by a Borrower and its Subsidiaries (in the aggregate) in respect of any taxable year does not exceed the amount that a Borrower, the Restricted Subsidiaries and the

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Unrestricted Subsidiaries (to the extent of amounts received from Unrestricted Subsidiaries) would have been required to pay in respect of the applicable foreign, federal, state or local taxes for such taxable year (x) had such Borrower, the Restricted Subsidiaries and the Unrestricted Subsidiaries (to the extent described above) paid such taxes separately from any such Parent Company and (y) had such Borrower been classified as a domestic corporation for U.S. federal income tax purposes immediately after consummation of the Acquisition and at all times thereafter;

(17) any lease entered into between a Borrower or any Restricted Subsidiary, as lessee and any Affiliate of such Borrower, as lessor, and any transaction(s) pursuant to that lease, which lease is approved by the Board of Directors or senior management of the Borrowers in good faith;

(18) intellectual property licenses in the ordinary course of business;

(19) the payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to equity holders of a Borrower or any Parent Company pursuant to any equity holders agreement or registration rights agreement entered into on or after the Closing Date;

(20) transactions permitted by, and complying with, Section 7.03 solely for the purpose of (a) reorganizing to facilitate any initial public offering of securities of Holdings or any Parent Company, (b) forming a holding company or (c) reincorporating a Borrower in a new jurisdiction;

(21) transactions undertaken in good faith (as determined by the Board of Directors or certified by senior management of the Borrowers in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of a Borrower and the Restricted Subsidiaries and not for the purpose of circumventing Articles VI and VII of this Agreement; so long as such transactions, when taken as a whole, do not result in a material adverse effect on the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, when taken as a whole, in each case, as determined in good faith by the Board of Directors or certified by senior management of the Borrowers in an Officer’s Certificate;

(22) (a) transactions with a Person that is an Affiliate of a Borrower (other than an Unrestricted Subsidiary) solely because a Borrower or any Restricted Subsidiary owns Equity Interests in such Person and (b) transactions with any Person that is an Affiliate solely because a director or officer of such Person is a director or officer of a Borrower, any Restricted Subsidiary or any Parent Company;

(23) (a) pledges and other transfers of Equity Interests in Unrestricted Subsidiaries and (b) any transactions with an Affiliate in which the consideration paid consists solely of Equity Interests of a Borrower or a Parent Company;

(24) the sale, issuance or transfer of Equity Interests (other than Disqualified Stock) of any Borrower;

(25) investments by any Parent Company in securities or Indebtedness of any Borrower or any Guarantor;

(26) payments in respect of (a) the Obligations (or any Credit Agreement Refinancing Indebtedness), (b) the Second Lien Facility or (c) other Indebtedness, Disqualified Stock or Preferred Stock of a Borrower and its Subsidiaries held by Affiliates; provided that such Obligations were acquired by an Affiliate of such Borrower in compliance herewith.

SECTION 7.08 Burdensome Agreements.

(a) No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary that is not a Guarantor (or, solely in the case of clause (4), that is a Subsidiary Guarantor) to, directly or indirectly, create or otherwise cause to exist or become effective any consensual encumbrance or consensual restriction (other than this Agreement or any other Loan Document) on the ability of any Restricted Subsidiary that is not a Guarantor (or, solely in the case of clause (4), that is a Subsidiary Guarantor) to:

(1) (A) pay dividends or make any other distributions to a Borrower or any Restricted Subsidiary that is a Guarantor on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

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(B) pay any Indebtedness owed to a Borrower or to any Restricted Subsidiary that is a Guarantor;

(2) make loans or advances to a Borrower or to any Restricted Subsidiary that is a Guarantor;

(3) sell, lease or transfer any of its properties or assets to a Borrower or to any Restricted Subsidiary that is a Guarantor; or

(4) with respect to a Borrower or any Subsidiary Guarantor, (a) Guaranty the Obligations or (b) create, incur or cause to exist or become effective Liens on property of such Person for the benefit of the Lenders with respect to the Obligations under the Loan Documents to the extent such Lien is required to be given to the Secured Parties pursuant to the Loan Documents;

provided that any dividend, distribution or liquidation priority between or among classes or series of Capital Stock, and the subordination of any obligation (including the application of any remedy bars thereto) to any other obligation will not be deemed to constitute such an encumbrance or restriction.

(b) Section 7.08(a) will not apply to any encumbrances or restrictions existing under or by reason of:

(1) encumbrances or restrictions in effect on the Closing Date, including pursuant to the Loan Documents and any Hedge Agreements, Hedging Obligations and the related documentation;

(2) the Second Lien Facility;

(3) Purchase Money Obligations and Capitalized Lease Obligations that impose restrictions of the nature discussed in clauses (3) and 4(b) above on the property so acquired;

(4) applicable Law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person, or relating to Indebtedness or Equity Interests of a Person, acquired by or merged, amalgamated or consolidated with and into a Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary, or any other transaction entered into in connection with any such acquisition, merger, consolidation or amalgamation in existence at the time of such acquisition or at the time it merges, amalgamates or consolidates with or into a Borrower or any Restricted Subsidiary or an Unrestricted Subsidiary that is designated as a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in any such case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired and its Subsidiaries, or the property or assets of the Person so acquired or designated and its Subsidiaries or the property or assets so acquired or designated;

(6) contracts or agreements for the sale or disposition of assets, including any restrictions with respect to a Subsidiary of a Borrower pursuant to an agreement that has been entered into for the sale or disposition of any of the Capital Stock or assets of such Subsidiary;

(7) Project Documents or Additional Project Documents;

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(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business or arising in connection with any Liens permitted by Section 7.01;

(9) provisions in joint venture agreements and other similar agreements (including equity holder agreements) relating to such joint venture or its members;

(10) customary provisions contained in leases, sub-leases, licenses, sub-licenses, Equity Interests or similar agreements entered into in the ordinary course of business, including with respect to licenses and sublicenses of intellectual property and other agreements in the ordinary course of business;

(11) restrictions created in connection with any Qualified Securitization Facility that, in the good faith determination of the Board of Directors of the Borrowers, are necessary or advisable to effect such Qualified Securitization Facility;

(12) restrictions or conditions contained in any trading, netting, operating, construction, service, supply, purchase, sale or other agreement to which a Borrower or any Restricted Subsidiary is a party entered into in the ordinary course of business; provided that such agreement prohibits the encumbrance of solely the property or assets of such Borrower or such Restricted Subsidiary that are subject to such agreement, the payment rights arising thereunder or the proceeds thereof and does not extend to any other asset or property of such Borrower or such Restricted Subsidiary or the assets or property of another Restricted Subsidiary;

(13) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Borrower or any Restricted Subsidiary;

(14) customary provisions restricting assignment of any agreement;

(15) restrictions arising in connection with cash or other deposits permitted under Section 7.01;

(16) any other agreement or instrument governing any Indebtedness, Disqualified Stock, or Preferred Stock permitted to be incurred or issued pursuant to Section 7.02 entered into after the Closing Date that contains encumbrances and restrictions that are no more restrictive in any material respect, taken as a whole, with respect to a Borrower or any Restricted Subsidiary than (A) the restrictions contained in the Loan Documents as of the Closing Date or (B) those encumbrances and other restrictions that are in effect on the Closing Date with respect to a Borrower or that Restricted Subsidiary pursuant to agreements in effect on the Closing Date;

(17) (i) Indebtedness and Liens in respect of Indebtedness permitted to be incurred pursuant to Section 7.02(b)(4) and any permitted refinancing in respect of the foregoing and (ii) agreements entered into in connection with Sale-Leaseback Transactions entered into in the ordinary course of business involving aggregate consideration not to exceed, for all such Sale-Leaseback Transactions, $75.0 million;

(18) customary restrictions and conditions contained in documents relating to any Lien so long as (i) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 7.08;

(19) any encumbrance or restriction with respect to a Restricted Subsidiary that was previously an Unrestricted Subsidiary which encumbrance or restriction exists pursuant to or by reason of an agreement that such Subsidiary is a party to or entered into before the date on which such Subsidiary became a Restricted Subsidiary; provided that such agreement was not entered into in anticipation of an Unrestricted Subsidiary becoming a Restricted Subsidiary and any such encumbrance or restriction does not extend to any assets or property of a Borrower or any other Restricted Subsidiary other than the assets and property of such Restricted Subsidiary;

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(20) 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 (19) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrowers, no more restrictive in any material respect with respect to such encumbrance and other restrictions, taken as a whole, than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(21) any encumbrance or restriction existing under, by reason of or with respect to Refinancing Indebtedness; provided that the encumbrances and restrictions contained in the agreements governing that Refinancing Indebtedness are, in the good faith judgment of the Borrowers, not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced.

SECTION 7.09 Accounting Changes. No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary to, make any change in fiscal year; provided, however, that the Borrowers 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 Borrowers 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.

SECTION 7.10 Modification of Terms of Certain Subordinated Indebtedness; Modification of Second Lien Credit Agreement.

(a) No Borrower shall, nor shall any Borrower permit any Restricted Subsidiary to, amend, modify or change in any manner materially adverse to the interests of the Lenders, as determined in good faith by the Lead Borrower, any term or condition of any Subordinated Indebtedness of the type described in clause (a) of the definition thereof having an aggregate outstanding principal amount greater than the Threshold Amount (other than as a result of any Refinancing Indebtedness in respect thereof) without the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, however, that no amendment, modification or change of any term or condition of any such Subordinated Indebtedness permitted by any subordination provisions set forth in the applicable Subordinated Indebtedness or any other stand-alone subordination agreement in respect thereof shall be deemed to be materially adverse to the interests of the Lenders.

(b) No Loan Party shall permit any provision of Section 7.10 of the Second Lien Credit Agreement or any component definition thereof (or, in each case, any similar provision of any Refinancing Indebtedness in respect thereof) to be amended, waived or otherwise modified, in each case, without the prior written consent of the Required Lenders; provided that no such consent of the Required Lenders shall be required for any amendment, waiver or modification in respect of Section 7.10(d) of the Second Lien Credit Agreement (or any similar provision of any Refinancing Indebtedness in respect thereof) if:

(1) at the time of such amendment, waiver or modification, the Total Net Leverage Ratio is less than or equal to 6.75 to 1.00;

(2) the total value, as reasonably determined by the Administrative Agent in good-faith consultation with the Lead Borrower, of any economic consideration (including in the form of (i) an increase in the (A) interest rate margin or (B) LIBOR or base rate “floor” under the Second Lien Credit Agreement (or any Refinancing Indebtedness in respect thereof) (collectively, an “Amendment Increase”) or (ii) a payment of cash, Equity Interests or other consideration paid to or provided to any lender (or its Affiliate) holding Second Lien Loans (or any Refinancing Indebtedness in respect thereof) (an “Amendment Payment”) in exchange for such amendment, waiver or modification (any such Amendment Increase or Amendment Payment, expressed in the form of additional “yield” on the aggregate principal amount of Existing Second Lien Loans (or Refinancing Indebtedness in respect thereof) held by such lender thereunder, the “Amendment Compensation”)) does not exceed 100 basis points; provided that the

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aggregate amount of Amendment Compensation in the form of a cash Amendment Payment shall in no event account for more than 25 basis points of additional “yield” provided to the lenders (or their Affiliates) holding Second Lien Loans (or Refinancing Indebtedness in respect thereof) (it being understood that for purposes of this Section 7.10(b), any Amendment Compensation shall be equated to additional “yield” based upon an assumed four-year average life to maturity (e.g., (I) 25 basis points of additional “yield” in the form of an Amendment Payment shall equal 100 basis points of such Amendment Compensation on the outstanding Term Loans, Revolving Commitments or Existing Second Lien Loans (or Refinancing Indebtedness in respect thereof), as the case may be, and (II) 25 basis points of additional “yield” in the form of an Amendment Increase shall equal 25 basis points of increase in such margin or “floor”)); and

(3) such Amendment Compensation is also paid or provided (or, solely in the case of Amendment Compensation in the form of a payment of Equity Interests or other non-cash consideration, offered) in the identical form to each Lender on the aggregate principal amount of Term Loans and Revolving Commitments held by such Lender at such time.

In addition, no Loan Party shall permit any provision of Section 8.04 of the Second Lien Credit Agreement (or any similar provision of any Refinancing Indebtedness in respect thereof) to be amended, waived or otherwise modified, in each case, without the prior written consent of the Required Lenders if the effect thereof is to (i) decrease the amount of EBITDA that would otherwise be required to cure an event of default under Sections 7.10(a), (b), (c) or (d) of the Second Lien Credit Agreement (or, in each case, any similar provision of any Refinancing Indebtedness in respect thereof) or (ii) to extend the time period in which equity proceeds must be received by Holdings in order to cure such event of default.

SECTION 7.11 Holdings. Holdings will not engage in any operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (a) its ownership of the Equity Interests of the Borrowers and the other Subsidiaries of Holdings, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (b) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and taxes relating to such maintenance), (c) the performance of its obligations as a guarantor and pledgor with respect to the Loan Documents, the Second Lien Facility or any other documents governing Indebtedness of a Borrower or any other Subsidiary permitted hereby, including but not limited to, the incurrence of Indebtedness and Liens solely in respect of the performance of such obligations, (d) any public offering of its common equity or any other issuance or sale of its Equity Interests (including, for the avoidance of doubt, the making of any dividend or distribution on account of, or any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of, any shares of any class of Equity Interest), (e) receipt and payment of dividends and distributions or making contributions to the capital of its Subsidiaries, (f) filing Tax reports and paying Taxes and other customary obligations in the ordinary course (and contesting any Taxes), (g) participating in tax, accounting and other administrative matters with respect to its Subsidiaries and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries, (h) holding any cash or property (but not operate any property), (i) providing indemnification to officers, directors, members of management, managers, employees, consultants or independent contractors, (j) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (k) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrowers and the other Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (l) any transaction with a Borrower or any Restricted Subsidiary to the extent expressly permitted under this Section 7, (m) preparing reports to Governmental Authorities and to its shareholders, (n) holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure, (o) complying with applicable Law, (p) activities relating to any management equity plan, stock option plan or any other management or employee benefit plan and (q) any activities incidental or reasonably related to the foregoing.

SECTION 7.12 Financial Covenant. The Borrowers and each of the Restricted Subsidiaries covenant and agree that:

(1) If on the last day of any Test Period (commencing with the fiscal quarter ending April 1, 2017) there are outstanding Revolving Loans, Swing Line Loans and Letters of Credit (excluding (a) undrawn Letters of Credit in an amount not to exceed $15.0 million and (b) Letters of Credit to the extent Cash Collateralized or

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backstopped on terms reasonably acceptable to the Administrative Agent) in an aggregate principal amount exceeding 35% of the aggregate principal amount of all Revolving Commitments under all outstanding Revolving Facilities, no Loan Party shall permit the First Lien Net Leverage Ratio as of the last day of such Test Period to be greater than 5.50 to 1.00 (such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01(1) and Section 6.01(2) for such Test Period) (the foregoing, the “Financial Covenant”).

(2) The provisions of this Section 7.12 are for the benefit of the Revolving Lenders only and the Required Facility Lenders in respect of the Revolving Facility may amend, waive or otherwise modify this Section 7.12 or the defined terms used in this Section 7.12 (solely in respect of the use of such defined terms in this Section 7.12) or waive any Default or Event of Default resulting from a breach of this Section 7.12 without the consent of any Lenders other than the Required Facility Lenders in respect of the Revolving Facility.

SECTION 7.13 Sanctions and Anti-Corruption Use of Proceeds Restrictions. No proceeds of the Loans will be used by Holdings, any Borrower or any Subsidiary directly or, to the knowledge of any Borrower, indirectly, (i) 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 to obtain any improper advantage, in violation of the FCPA or any other applicable anti-corruption law, or (ii) for the purpose of financing activities of or with any Person, or in any country that, at the time of such financing, is the subject of any Sanctions, except to the extent permissible for a Person required to comply with Sanctions.

ARTICLE VIII

Events of Default and Remedies

SECTION 8.01 Events of Default. Each of the events referred to in clauses (1) through (11) of this Section 8.01 shall constitute an “Event of Default”:

(1) Non-Payment. The Borrowers fail to pay (a) when and as required to be paid herein, any amount of principal of any Loan or (b) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(2) Specific Covenants. Any Borrower, any Subsidiary Guarantor or, in the case of Section 6.05(1) and Section 7.11, Holdings, fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(1), 6.05(1) (solely with respect to the Borrowers, other than in a transaction permitted under Section 7.03 or 7.04) or Article VII; provided that the Borrowers’ failure to comply with the Financial Covenant (a “Financial Covenant Event of Default”) shall not constitute an Event of Default with respect to any Term Loans or Term Commitments unless and until the Required Facility Lenders for the Revolving Facilities have actually terminated the Revolving Commitments and declared all Obligations with respect to the Revolving Facility to be immediately due and payable pursuant to Section 8.02 as a result of such failure to comply (and such declaration has not been rescinded as of the applicable date) (the occurrence of such termination and declaration by the Required Facility Lenders for the Revolving Facilities, a “Financial Covenant Cross Default”); provided further that any Financial Covenant Event of Default is subject to cure pursuant to Section 8.04; or

(3) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(1) or (2) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after receipt by the Lead Borrower of written notice thereof from the Administrative Agent; or

(4) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be untrue in any material respect when made or deemed made; or

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(5) Cross-Default. Holdings, any Borrower or any Restricted Subsidiary (a) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount or arising under the Second Lien Credit Agreement or (b) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that (A) such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02 and (B) this clause (5)(b) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; or

(6) Insolvency Proceedings, etc. Holdings, any Borrower, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(7) Judgments. There is entered against Holdings, any Borrower, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, a final non-appealable judgment and order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by insurance or indemnities as to which the insurer or indemnity has been notified of such judgment or order and the applicable insurance company or indemnity has not denied coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(8) ERISA. (a) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan, (b) any Loan Party or any of its ERISA Affiliates fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its Withdrawal Liability under Section 4201 of ERISA under a Multiemployer Plan, or (c) with respect to a Foreign Plan, a termination, withdrawal or noncompliance with applicable Law or plan terms occurs, except, with respect to each of the foregoing clauses of this Section 8.01(8), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or

(9) Invalidity of Loan Documents. Any material provision of the Loan Documents, taken as a whole, at any time after its execution and delivery and for any reason (other than (a) as expressly, permitted by a Loan Document (including as a result of a transaction permitted under Section 7.03 or 7.04) or (b) due to the satisfaction in full of the Termination Conditions) ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of the Loan Documents, taken as a whole (other than as a result of the satisfaction of the Termination Conditions), or any Loan Party denies in

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writing that it has any or further liability or obligation under the Loan Documents, taken as a whole (other than (i) as expressly permitted by a Loan Document (including as a result of a transaction permitted under Section 7.03 or 7.04) or (ii) as a result of the satisfaction of the Termination Conditions), or purports in writing to revoke or rescind the Loan Documents, taken as a whole, prior to the satisfaction of the Termination Conditions; or

(10) Collateral Documents. Any Collateral Document with respect to a material portion of the Collateral after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) ceases to create, or any Lien purported to be created by any Collateral Document shall be asserted in writing by any Loan Party (prior to the satisfaction of the Termination Conditions) not to be, a valid and perfected Lien with the priority required by such Collateral Document (or other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that any such loss of perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of Collateral actually delivered to it and pledged under the Collateral Documents, to file Uniform Commercial Code amendments relating to a Loan Party’s change of name or jurisdiction of formation (solely to the extent that the Lead Borrower provides the Collateral Agent written notice thereof in accordance with the Security Agreement, and the Collateral Agent and the Lead Borrower have agreed that the Collateral Agent will be responsible for filing such amendments) or continuation statements and except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(11) Change of Control. There occurs any Change of Control.

SECTION 8.02 Remedies upon Event of Default. Subject to Section 8.04, if any Event of Default occurs and is continuing, the Administrative Agent may with the consent of the Required Lenders and shall, at the request of the Required Lenders, take any or all of the following actions:

(1) declare the Commitments of each Lender and any obligation of the Issuing Banks to make L/C Credit Extensions and the Swing Line Lender to make Swing Line Loans to be terminated, whereupon such Commitments and obligation will be terminated;

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

(3) require that the Borrowers Cash Collateralize the then outstanding Letters of Credit (in an amount equal to the then Outstanding Amount thereof); and

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

provided that (a) upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under Title 11 of the United States Code entitled “Bankruptcy”, as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”), the Commitments of each Lender and any obligation of the Issuing Banks to issue Letters of Credit and any obligation of the Swing Line Lender to make Swing Line Loans, will automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid will automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the Letters of Credit as aforesaid will automatically become effective, in each case without further act of the Administrative Agent or any Lender and (b) notwithstanding anything to the contrary, if the only Events of Default then having occurred and continuing are pursuant to a Financial Covenant Event of Default, then, unless a Financial Covenant Cross Default has occurred and is continuing, the Administrative Agent shall only take the actions set forth in this Section 8.02 at the request (or with the consent) of the Required Facility Lenders under the Revolving Facilities (as opposed to the Required Lenders) and only with respect to the Revolving Commitments, Revolving Loans, Swing Line Loans, Letters of Credit and Obligations under the Revolving Facilities.

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SECTION 8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable as set forth in the first clause (a) of the proviso to Section 8.02), subject to any Intercreditor Agreement then in effect, any amounts received on account of the Obligations will be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent in their capacities as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), the Obligations under Secured Hedge Agreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(3), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above will be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount will be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, will be paid to the Borrowers.

SECTION 8.04 Right to Cure.

(1) Notwithstanding anything to the contrary contained in Section 8.01 or Section 8.02, but subject to Sections 8.04(2) and (3), for the purpose of determining whether an Event of Default under the Financial Covenant has occurred, the Lead Borrower may on one or more occasions designate any portion of the Net Proceeds from any Permitted Equity Issuance or of any contribution to the common equity capital of the U.S. Opco Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interests on terms reasonably satisfactory to the Administrative Agent) (the “Cure Amount”) as an increase to Consolidated EBITDA of Holdings for the applicable fiscal quarter; provided that

(a) such amounts to be designated are actually received by the applicable Borrower (i) on and after the last Business Day of the applicable fiscal quarter and (ii) on and prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”),

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(b) such amounts to be designated do not exceed the aggregate amount necessary to cure any Event of Default under the Financial Covenant as of such date and

(c) the Lead Borrower will have provided notice to the Administrative Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount).

The Cure Amount used to calculate Consolidated EBITDA for one fiscal quarter will be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 8.04(1) may not be relied on for purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Article VII) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash with respect to the fiscal quarter with respect to which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence, except with respect to fiscal quarters following the fiscal quarter in which such Cure Amount was applied to the extent such proceeds are actually applied to prepay Indebtedness under the Facilities. Notwithstanding anything to the contrary contained in Section 8.01 and Section 8.02, (A) upon receipt and designation of the Cure Amount by the Lead Borrower in an amount necessary to cure any Event of Default under the Financial Covenant, the Financial Covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) from and after the date that the Lead Borrower delivers a written notice to the Administrative Agent that it intends to exercise its cure right under this Section 8.04 (a “Notice of Intent to Cure”) neither the Administrative Agent nor any Lender may exercise any rights or remedies under Section 8.02 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenant (and any other Default as a result thereof) until and unless the Cure Expiration Date has occurred without the Cure Amount having been designated.

(2) In each period of four consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 8.04(1) is exercised.

(3) There shall be no more than five (5) fiscal quarters in which the cure rights set forth in Section 8.04(1) are exercised during the term of the Facilities.

ARTICLE IX

Administrative Agent and Other Agents

SECTION 9.01 Appointment and Authorization of the Administrative Agent.

(1) Each Lender and Issuing Bank hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX (other than Sections 9.07, 9.11, 9.12, 9.15 and 9.16) are solely for the benefit of the Administrative Agent, the Lenders and each Issuing Bank and no Borrower shall have rights as a third-party beneficiary of any such provision. The Administrative Agent hereby represents and warrants that it is either (i) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold”, each within the meaning of Treasury Regulations Section 1.1441-1(b)(2)(ii) or (ii) a Withholding U.S. Branch.

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(2) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender and a potential Hedge Bank or Cash Management Bank) and the Issuing Banks hereby irrevocably appoint and authorize the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) such Lender and Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X with respect to the Administrative Agent (including Sections 10.04 and 10.05, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including any Intercreditor Agreement), as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders.

SECTION 9.02 Rights as a Lender. Any Lender that is also serving as an Agent (including as Administrative Agent) hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Lender (if any) serving as an Agent hereunder in its individual capacity. Any such Person serving as an Agent and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent hereunder and without any duty to account therefor to the Lenders. The Lenders acknowledge that, pursuant to such activities, any Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that no Agent shall be under any obligation to provide such information to them.

SECTION 9.03 Exculpatory Provisions. The Administrative Agent and Collateral Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement and in the other Loan Documents. Without limiting the generality of the foregoing, each Agent (including the Administrative Agent):

(1) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent or Arranger is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties;

(2) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(3) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings, the Borrowers or any of their respective Affiliates that is communicated to or obtained by any Person serving as an Agent or any of its Affiliates in any capacity.

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Neither the Administrative Agent nor any of its Related Persons shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by the final and non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Lead Borrower, a Lender or an Issuing Bank.

No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into (i) any recital, statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. The duties of the Administrative Agent shall be mechanical and administrative in nature; the Administrative Agent shall not have by reason of this Agreement or any other Loan Document a fiduciary relationship in respect of any Lender or the holder of any Note; and nothing in this Agreement or in any other Loan Document, expressed or implied, is intended to or shall be so construed as to impose upon the Administrative Agent any obligations in respect of this Agreement or any other Loan Document except as expressly set forth herein or therein.

Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each Arranger 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 Loan Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Arranger shall be entitled to all indemnification and reimbursement rights in favor of the Arrangers as, and to the extent, provided for under Section 10.05. Without limitation of the foregoing, each Arranger shall not, solely by reason of this Agreement or any other Loan Documents, have any fiduciary relationship in respect of any Lender or any other Person.

SECTION 9.04 Lack of Reliance on the Administrative Agent. Independently and without reliance upon the Administrative Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of Holdings, the Borrowers and the other Restricted Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of Holdings, the Borrowers and the other Restricted Subsidiaries and, except as expressly provided in this Agreement, the Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. The Administrative Agent shall not be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Loan Document or the financial condition of Holdings, any Borrower or any of the Restricted Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Loan Document, or the financial condition of Holdings, any Borrower or any of the Restricted Subsidiaries or the existence or possible existence of any Default or Event of Default.

SECTION 9.05 Certain Rights of the Administrative Agent. If the Administrative Agent requests instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Loan Document, the Administrative Agent shall be entitled to refrain from such act or taking such action unless and until the Administrative Agent shall have received instructions from the Required Lenders; and the Administrative Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder or under any other Loan Document in accordance with the instructions of the Required Lenders.

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SECTION 9.06 Reliance by the Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any note, writing, resolution, notice, statement, certificate, telex, teletype or facsimile 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 Loan Document and its duties hereunder and thereunder, upon advice of counsel selected by the Administrative Agent. In determining compliance with any condition hereunder to the making of a Loan or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or issuances of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 9.07 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Documents by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Agent-Related Persons. The exculpatory provisions of this Article shall apply to any such sub agent and to the Agent-Related Persons of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. Notwithstanding anything to the contrary in this Section 9.07 or Section 9.15, the Administrative Agent shall not delegate to any Supplemental Administrative Agent responsibility for receiving any payments under any Loan Document for the account of any Lender, which payments shall be received directly by the Administrative Agent, without prior written consent of each Borrower (not to unreasonably withheld or delayed).

SECTION 9.08 Indemnification. Whether or not the transactions contemplated hereby are consummated, to the extent the Administrative Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) is not reimbursed and indemnified by the Borrowers, the Lenders will reimburse and indemnify the Administrative Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) in proportion to their respective Pro Rata Shares for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Administrative Agent or any other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative Agent) in performing its duties hereunder or under any other Loan Document or in any way relating to or arising out of this Agreement or any other Loan Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent-Related Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.08 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrowers; provided that such reimbursement by the Lenders shall not affect any Borrower’s continuing reimbursement obligations with respect thereto; provided further that the failure of any Lender to indemnify or reimburse the Administrative Agent shall not relieve any other Lender of its obligation in respect thereof. The undertaking in this Section 9.08 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.

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SECTION 9.09 The Administrative Agent in Its Individual Capacity. With respect to its obligation to make Loans under this Agreement, the Administrative Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lender”, “Required Lenders” or any similar terms shall, unless the context clearly indicates otherwise, include the Administrative Agent in its respective individual capacities. The Administrative Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to any Loan Party or any Affiliate of any Loan Party (or any Person engaged in a similar business with any Loan Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration from any Loan Party or any Affiliate of any Loan Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders. The Lenders acknowledge that, pursuant to such activities, any Agent or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that no Agent shall be under any obligation to provide such information to them.

SECTION 9.10 [Reserved].

SECTION 9.11 Resignation by the Administrative Agent. The Administrative Agent may resign from the performance of all its respective functions and duties hereunder or under the other Loan Documents at any time by giving 30 Business Days’ prior written notice to the Lenders and the Lead Borrower. If the Administrative Agent becomes subject to a Lender-Related Distress Event, then the Administrative Agent may be removed as the Administrative Agent at the reasonable request of the Required Lenders. If the Administrative Agent becomes subject to an Agent-Related Distress Event, then the Lead Borrower may remove the Administrative Agent from such role upon 15 days’ prior written notice to the Lenders. Such resignation or removal shall take effect upon the appointment of a successor Administrative Agent or as otherwise provided below.

Notwithstanding anything to the contrary in this Agreement, no successor Administrative Agent shall be appointed unless such successor Administrative Agent represents and warrants that it is (i) a “U.S. person” and a “financial institution” and that it will comply with its “obligation to withhold”, each within the meaning of U.S. Treasury Regulations Section 1.1441-1, or (ii) a Withholding U.S. Branch.

Upon any such notice of resignation by, or notice of removal of, the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable to each Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrowers’ approval shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to Holdings or any Borrower, Section 8.01(6) has occurred and is continuing).

If a successor Administrative Agent shall not have been so appointed within such 30 Business Day period, the Administrative Agent, with the consent of each Borrower (which consent shall not be unreasonably withheld or delayed, provided that the Borrowers’ consent shall not be required if an Event of Default under Section 8.01(1) or, solely with respect to Holdings or any Borrower, Section 8.01(6) has occurred and is continuing), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

If no successor Administrative Agent has been appointed pursuant to the foregoing by the 35th Business Day after the date such notice of resignation was given by the Administrative Agent or such notice of removal was given by the Required Lenders or the Lead Borrower, as applicable, the Administrative Agent’s resignation shall nonetheless become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder or under any other Loan Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. The retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as

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a successor Administrative Agent is appointed) and except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.11.

Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (i) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.11).

The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Upon a resignation or removal of the Administrative Agent pursuant to this Section 9.11, the Administrative Agent (i) shall continue to be subject to Section 10.09 and (ii) shall remain indemnified to the extent provided in this Agreement and the other Loan Documents and the provisions of this Article IX (and the analogous provisions of the other Loan Documents) shall continue in effect for the benefit of the Administrative Agent for all of its actions and inactions while serving as the Administrative Agent.

SECTION 9.12 Collateral Matters. Each Lender (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably authorizes and directs the Administrative Agent and the Collateral Agent to take the actions to be taken by them as set forth in Sections 7.04 and 10.24.

Each Lender hereby agrees, and each holder of any Note by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders or the Required Facility Lenders, as applicable, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the Required Lenders or the Required Facility Lenders, as applicable, of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, 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.

Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 9.12. In each case as specified in this Section 9.12 and Section 10.24, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents, this Section 9.12 and Section 10.24.

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 Loan Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto 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

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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 9.12, Section 10.24 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).

SECTION 9.13 [Reserved].

SECTION 9.14 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, any Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, any Issuing Bank and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, any Issuing Bank and the Administrative Agent under Sections 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and relevant Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of

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the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a) through (i) of the first proviso to Section 10.01(1) of this Agreement), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.

SECTION 9.15 Appointment of Supplemental Administrative Agents.

(1) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and, collectively as “Supplemental Administrative Agents”).

(2) In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent or such Supplemental Administrative Agent, as the context may require.

(3) Should any instrument in writing from any Loan Party be reasonably required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, each of Holdings and the Borrowers shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments reasonably acceptable to it promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

SECTION 9.16 Intercreditor Agreements. The Administrative Agent and Collateral Agent are hereby authorized to enter into the Second Lien Intercreditor Agreement and any other Intercreditor Agreement to the extent contemplated by the terms hereof, and the parties hereto acknowledge in each case that such Intercreditor Agreement is binding upon them. Each Secured Party (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of such Intercreditor Agreements, (b) hereby authorizes and instructs the

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Administrative Agent and Collateral Agent to enter into such Intercreditor Agreements and to subject the Liens on the Collateral securing the Obligations to the provisions thereof and (c) without any further consent of the Lenders, hereby authorizes and instructs the Administrative Agent and the Collateral Agent to negotiate, execute and deliver on behalf of the Secured Parties any intercreditor agreement or any amendment (or amendment and restatement) to the Collateral Documents or an Intercreditor Agreement contemplated hereunder. In addition, each Secured Party hereby authorizes the Administrative Agent and the Collateral Agent to enter into (i) any amendments to any Intercreditor Agreements, and (ii) any other intercreditor arrangements, in the case of clauses (i) and (ii) to the extent required to give effect to the establishment of intercreditor rights and privileges as contemplated and required or permitted by this Agreement. Each Secured Party acknowledges and agrees that any of the Administrative Agent and Collateral Agent (or one or more of their respective Affiliates) may (but are not obligated to) act as the “Debt Representative” or like term for the holders of Credit Agreement Refinancing Indebtedness under the security agreements with respect thereto or any Intercreditor Agreement then in effect. Each Lender waives any conflict of interest, now contemplated or arising hereafter, in connection therewith and agrees not to assert against any Agent or any of its affiliates any claims, causes of action, damages or liabilities of whatever kind or nature relating thereto. In the event of any conflict between this Agreement and the terms of an Intercreditor Agreement, such Intercreditor Agreement shall control.

SECTION 9.17 Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

SECTION 9.18 Withholding Tax. To the extent required by any applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within ten (10) days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). 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 this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.18. The agreements in this Section 9.18 shall survive the resignation or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

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ARTICLE X

Miscellaneous

SECTION 10.01 Amendments, etc.

(1) Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than (x) with respect to any amendment or waiver contemplated in clauses (g), (h) or (i) below (in the case of clause (i), to the extent permitted by Section 2.14), which shall only require the consent of the Required Facility Lenders under the applicable Facility or Facilities, as applicable (and not the Required Lenders) and (y) with respect to any amendment or waiver contemplated in clauses (b) or (c), which shall only require the consent of the Lenders expressly set forth therein and not the Required Lenders) (or by the Administrative Agent with the consent of the Required Lenders) and each Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and the Administrative Agent hereby agrees to acknowledge any such waiver, consent or amendment that otherwise satisfies the requirements of this Section 10.01 as promptly as possible; and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of any condition precedent set forth in Section 4.01 or 4.02 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or 2.08 (other than pursuant to Section 2.08(2)) or any payment of fees or premiums hereunder or under any Loan Document with respect to payments to any Lender without the written consent of such Lender, it being understood that none of the following will constitute a postponement of any date scheduled for, or a reduction in the amount of, any payment of principal, interest, fees or premiums: (i) the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans, (ii) the waiver of any Default or Event of Default and (ii) any change to the definition of “First Lien Net Leverage Ratio”, “Secured Net Leverage Ratio”, “Total Net Leverage Ratio” or, in each case, in the component definitions thereof;

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Unreimbursed Amount, or any fees or other amounts payable hereunder or under any other Loan Document to any Lender without the written consent of such Lender, it being understood that none of the following will constitute a reduction in any rate of interest or any fees: any change to the definition of “First Lien Net Leverage Ratio”, “Secured Net Leverage Ratio”, “Total Net Leverage Ratio” or, in each case, in the component definitions thereof; provided that only the consent of (A) the Required Lenders shall be necessary to amend the definition of “Default Rate”, (B) the Required Lenders or, with respect to any Default Rate payable in respect of the Revolving Facility, the Required Facility Lenders under the Closing Date Revolving Facility, shall be necessary to waive any obligation of the Borrowers to pay interest at the Default Rate and (C) the Swing Line Lender shall be necessary to waive any obligation of the Borrowers to pay interest at the Default Rate payable in respect to the Swing Line Facility;

(d) except as contemplated by clause (C) in the second proviso immediately succeeding clause (i) of this Section 10.01(1), change any provision of this Section 10.01 or the definition of “Required Lenders” or “Required Facility Lenders”, or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents or Section 2.13 or 8.03, without the written consent of each Lender directly and adversely affected thereby;

(e) other than in a transaction permitted under Section 7.03 or Section 7.04, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) other than in a transaction permitted under Section 7.03 or Section 7.04, release all or substantially all of the aggregate value of the Guaranty, without the written consent of each Lender;

(g) amend, waive or otherwise modify any term or provision (including the waiver of any conditions set forth in Section 4.02 as to any Credit Extension under one or more Revolving Facilities) which directly affects Lenders under one or more Revolving Facilities and does not directly affect Lenders under any other Facilities, in each case, without the written consent of the Required Facility Lenders under such applicable

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Revolving Facility or Facilities with respect to Revolving Commitments (and in the case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided, however, that the waivers described in this clause (g) shall not require the consent of any Lenders other than the Required Facility Lenders under the applicable Revolving Facility or Facilities (it being understood that any amendment to the conditions of effectiveness of Incremental Commitments set forth in Section 2.14 shall be subject to clause (i) below);

(h) amend, waive or otherwise modify the Financial Covenant or any definition related thereto (solely in respect of the use of such defined terms in the Financial Covenant) or waive any Default or Event of Default resulting from a failure to perform or observe the Financial Covenant (including any waiver of a Default or Event of Default solely with respect to the Revolving Facilities pursuant to Section 6.01(1)) without the written consent of the Required Facility Lenders under the applicable Revolving Facility or Facilities with respect to Revolving Commitments (such Required Facility Lenders shall consent together as one Facility); provided, however, that the amendments, waivers and other modifications described in this clause (h) shall not require the consent of any Lenders other than the Required Facility Lenders under the applicable Revolving Facility or Facilities;

(i) amend, waive or otherwise modify any term or provision (including the availability and conditions to funding (subject to the requirements of Section 2.14) with respect to Incremental Term Loans and Incremental Revolving Commitments, but excluding the rate of interest applicable thereto which shall be subject to clause (c) above)) which directly affects Lenders of one or more Incremental Term Loans or Incremental Revolving Commitments and does not directly affect Lenders under any other Facility, in each case, without the written consent of the Required Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments (and in the case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); provided, however, that, to the extent permitted under Section 2.14, the waivers described in this clause (i) shall only require the consent of the Required Facility Lenders under such applicable Incremental Term Loans or Incremental Revolving Commitments;

provided that:

(I) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above, affect the rights or duties of such Issuing Bank under this Agreement or any Issuing Bank Document relating to any Letter of Credit issued or to be issued by it; provided, however, that this Agreement may be amended to adjust the mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing Banks, with only the written consent of the Administrative Agent, the applicable Issuing Bank and the Borrowers so long as the obligations of the Revolving Lenders, if any, who have not executed such amendment, and if applicable the other Issuing Banks, if any, who have not executed such amendment, are not adversely affected thereby;

(II) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; provided, however, that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the Swing Line Lender and the Borrowers so long as the obligations of the Revolving Lenders, if any, who have not executed such amendment, are not adversely affected thereby;

(III) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and

(IV) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification;

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provided further that notwithstanding the foregoing:

(A) no Defaulting Lender shall have any right to approve or disapprove of any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders);

(B) no Lender consent is required to effect any amendment or supplement to any Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Incremental Equivalent Debt, Credit Agreement Refinancing Indebtedness or any other Permitted Indebtedness that is Secured Indebtedness (or a Debt Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such Intercreditor Agreement, as applicable (it being understood that any such amendment, modification or supplement may make such other changes to the applicable Intercreditor Agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by any Intercreditor Agreement in connection with joinders and supplements; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable;

(C) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Swing Line Loans and L/C Obligations and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders;

(D) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 10.01 if such Class of Lenders were the only Class of Lenders hereunder at the time;

(E) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrowers and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency (including amendments, supplements or waivers to any of the Collateral Documents, guarantees, intercreditor agreements or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Collateral Documents, guarantees, intercreditor agreements or related documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment; provided that the consent of the Lenders or the Required Lenders, as the case may be, shall not be required to make any such changes necessary to be made in connection with any borrowing of Incremental Loans, any borrowing of Other Loans, any Extension or any borrowing of Replacement Loans and otherwise to effect the provisions of Section 2.14, 2.15 or 2.16 or the immediately succeeding paragraph of this Section 10.01, respectively;

(F) the Borrowers and the Administrative Agent may, without the input or consent of the other Lenders, (i) effect changes to any Mortgage as may be necessary or appropriate in the opinion of the Collateral Agent and (ii) effect changes to this Agreement that are necessary and appropriate to effect the offering process set forth in Section 2.05(1)(e).

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(2) In addition, notwithstanding anything to the contrary contained in this Section 10.01, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the Replacement Loans (as defined below) to permit the refinancing of all outstanding Term Loans of any Class (“Replaced Loans”) with replacement term loans (“Replacement Loans”) hereunder; provided that

(a) the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Replaced Loans, plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees and expenses incurred in connection with such refinancing of Replaced Loans with such Replacement Loans,

(b) the All-In Yield with respect to such Replacement Loans (or similar interest rate spread applicable to such Replacement Loans) shall not be higher than the All-In Yield for such Replaced Loans (or similar interest rate spread applicable to such Replaced Loans) immediately prior to such refinancing,

(c) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced Loans at the time of such refinancing and

(d) all other terms (other than with respect to pricing, interest rate margins, fees, discounts, rate floors and prepayment or redemption terms) applicable to such Replacement Loans shall either, at the option of the Lead Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Replacement Loans (as determined by the Lead Borrower in good faith) or (ii) if not otherwise consistent with the terms of such Replaced Loans, not be materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of such Replaced Loans, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of the Replacement Loans contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Facility.

Each amendment to this Agreement providing for Replacement Loans may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this paragraph, and for the avoidance of doubt, this paragraph shall supersede any other provisions in this Section 10.01 to the contrary.

(3) In addition, notwithstanding anything to the contrary in this Section 10.01,

(a) the Guaranty, the Collateral Documents and related documents executed by Loan Parties in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Lead Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause the Guaranty, Collateral Documents or other document to be consistent with this Agreement and the other Loan Documents (including by adding additional parties as contemplated herein or therein) and

(b) if the Administrative Agent and the Lead Borrower shall have jointly identified an obvious error (including an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Administrative Agent (acting in its sole discretion) and the Borrowers or any other relevant Loan Party 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 Loan Document. Notification of such amendment shall be made by the Administrative Agent to the Lenders promptly upon such amendment becoming effective.

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SECTION 10.02 Notices and Other Communications; Facsimile Copies.

(1) General. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(a) if to Holdings, any Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(b) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next succeeding Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (2) below shall be effective as provided in such subsection (2).

(2) Electronic Communication. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or any Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

(3) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next succeeding Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(4) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Agent-Related Persons or any Arranger (collectively, the “Agent Parties”) have any liability to Holdings, any Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Holdings, any Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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(5) Change of Address. Each Loan Party and the Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder by written notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by written notice to the Lead Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private-Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to Holdings, the Borrowers or their respective securities for purposes of United States Federal or state securities laws.

(6) Reliance by the Administrative Agent. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, each Lender and the Agent-Related Persons of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

SECTION 10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Issuing Bank or Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.10 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

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SECTION 10.04 Costs and Expenses. The Borrowers agree, on a joint and several basis, (a) to pay or reimburse the Administrative Agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated (in its capacity as an Arranger) for all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and such Arranger incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of a single U.S. counsel and, if necessary, a single local counsel in each relevant material jurisdiction, and (b) upon presentation of a summary statement, together with any supporting documentation reasonably requested by the Lead Borrower, to pay or reimburse the Administrative Agent, each Issuing Bank, the Swing Line Lender and the other Lenders, taken as a whole, promptly following a written demand therefor for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all Attorney Costs of one counsel to the Administrative Agent and the Lenders taken as a whole (and, if necessary, one local counsel in any relevant material jurisdiction and solely in the case of a conflict of interest, one additional counsel in each relevant material jurisdiction to each group of affected Lenders similarly situated taken as a whole)). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days following receipt by the Lead Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

SECTION 10.05 Indemnification by the Borrowers. The Borrowers shall, on a joint and several basis, indemnify and hold harmless the Agents, each Issuing Bank, the Swing Line Lender, each other Lender, the Arrangers and their respective Related Persons (collectively, the “Indemnitees”) from and against any and all losses, claims, damages, liabilities or expenses (including Attorney Costs and Environmental Liabilities) to which any such Indemnitee may become subject arising out of, resulting from or in connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) any actual or threatened claim, litigation, investigation or proceeding relating to the Transactions or to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents, the Loans, the Letters of Credit or the use, or proposed use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, litigation, investigation or proceeding), and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or expenses resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) a material breach of any obligations under any Loan Document by such Indemnitee or any of its Related Indemnified Persons as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under any Loan Document and other than any claims arising out of any act or omission of Holdings, any Borrower or any of their Affiliates (as determined by a final, non-appealable judgment of a court of competent jurisdiction). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 10.05 may be unenforceable in whole or in part because they are violative of any applicable Law or public policy, the Borrowers shall contribute, on a joint and several basis, the maximum portion that they are permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except to the extent such damages are found in a final judgment of a court of competent jurisdiction to have resulted from the willful misconduct, bad faith or gross negligence of such Indemnitee), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or

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consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party for which such Indemnitee is otherwise entitled to indemnification pursuant to this Section 10.05). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written demand therefor. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 10.05 shall not apply to Taxes, except any Taxes that represent losses or damages arising from any non-Tax claim. Notwithstanding the foregoing, each Indemnitee shall be obligated to refund and return promptly any and all amounts paid by any Loan Party under this Section 10.05 to such Indemnitee for any such fees, expenses or damages to the extent such Indemnitee is not entitled to payment of such amounts in accordance with the terms hereof as determined by a final, non-appealable judgment of a court of competent jurisdiction.

SECTION 10.06 Marshaling; Payments Set Aside. None of the Administrative Agent or any Lender shall be under any obligation to marshal any assets in favor of the Loan Parties or any other party or against or in payment of any or all of the Obligations. To the extent that any payment by or on behalf of any Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Overnight Rate from time to time in effect.

SECTION 10.07 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and registered assigns permitted hereby, except that neither Holdings nor any Borrower may, except as permitted by Section 7.03, assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder (including to existing Lenders and their Affiliates) except (i) to an assignee in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible Assignee”) and, in the case of any Eligible Assignee that is Holdings, a Borrower or a Subsidiary, in accordance with the provisions of Section 10.07(h), (ii) by way of participation in accordance with the provisions of Section 10.07(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f), or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer (other than an assignment or transfer to a Disqualified Lender) by any party hereto shall be null and void). 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, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, Related Persons of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

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(B) in any case not described in subsection (b)(i)(A) of this Section 10.07, the aggregate amount of the Commitment or, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1.0 million, in the case of Term Loans, and not less than $5.0 million, in the case of Revolving Loans and Revolving Commitments, unless each of the Administrative Agent and, so long as no Event of Default under Section 8.01(1) or, solely with respect to Holdings or any Borrower, Section 8.01(6) has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned (it being understood that assignments under separate Facilities shall not be required to be made on a pro rata basis).

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by Section 10.07(b)(i)(B) and, in addition:

(A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default under Section 8.01(1) or, solely with respect to a Borrower, Section 8.01(6) has occurred and is continuing at the time of such assignment determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date or (2) in respect of an assignment of all or a portion of the Term Loans only, such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that each Borrower shall be deemed to have consented to any assignment of all or a portion of the Term Loans unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice of a failure to respond to such request for assignment; provided further that no consent of any Borrower shall be required for an assignment of all or a portion of the Loans pursuant to Section 10.07(h);

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided that no consent of the Administrative Agent shall be required for an assignment of all or a portion of the Loans pursuant to Section 10.07(h);

(C) the consent of each applicable Issuing Bank at the time of such assignment (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of the applicable Issuing Bank shall be required for any assignment not related to Revolving Commitments or Revolving Exposure; and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Commitments or Revolving Exposure.

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(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent). Other than in the case of assignments pursuant to Section 10.07(h), the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignments to Certain Persons. No such assignment shall be made (A) to Holdings, any Borrower or any Subsidiary except as permitted under Sections 2.05(1)(e) and 10.07(h), (B) subject to Section 10.07(h) below, to any Affiliate of any Borrower, (C) to a natural person, (D) to any Disqualified Institution or (E) to any Defaulting Lender. The Administrative Agent shall have the right, and the Borrowers hereby expressly authorize the Administrative Agent, to (x) post the list of Disqualified Institutions provided by the Lead Borrower and any updates thereto from time to time (collectively, the “DQ List”) on the Platform, including that portion of the Platform that is designated for “public side” Lenders, and/or (y) provide the DQ List to each Lender and each prospective Lender or Participant requesting the same.

In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, with the consent of each Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to clause (c) of this Section 10.07, from and after the effective date specified in each Assignment and Assumption, other than in connection with an assignment pursuant to Section 10.07(h), (x) the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (y) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment), but shall in any event continue to be subject to Section 10.09. Upon request, and the surrender by the assigning Lender of its Note, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

(c) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it, each notice of cancellation of any Loans delivered by the Lead Borrower pursuant to subsections (h) or (l) below, and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying Unreimbursed Amounts), L/C

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Borrowings and amounts due under Section 2.03, owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower, any Agent and, with respect to its own Loans, any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.07(c) and Section 2.11 shall be construed so that all Loans 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 and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).

(d) Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, Holdings and its Affiliates, any Borrower and its Affiliates, a Defaulting Lender or a Disqualified Institution) (each, a “Participant”) in all or a portion of such Lender’s rights or obligations under this Agreement (including all or a portion of its Commitment or the Loans (including such Lender’s participations in L/C Obligations or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01(1) (other than clauses (g),(h) and (i) thereof) that directly and adversely affects such Participant. Subject to subsection (e) of this Section 10.07, each Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01 (including subsections (2), (3) and (4), as applicable as though it were a Lender)), 3.04 and 3.05 (through the applicable Lender) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 10.07. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.10 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant (except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation), unless the sale of the participation to such Participant is made with each Borrower’s prior written consent. Each Lender that sells a participation shall (acting solely for this purpose as a non-fiduciary agent of the Borrowers) maintain a register on which is entered the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender and the Borrowers 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; provided that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of the Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or other obligations under any Loan Document) to any Person except to the extent such disclosure is necessary to establish that any such commitments, loans, letters of credit or other obligations are in registered form for U.S. federal income tax purposes or such disclosure is otherwise required under Treasury Regulations Section 5f.103-1(c).

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Lead Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the applicable Loan or any applicable part thereof shall be appropriately reflected in the Participant Register. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of any Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the Lender hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrowers and the Administrative Agent and with the payment of a processing fee of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h) Any Lender may, so long as no Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Term Loans under this Agreement to Holdings, any Borrower or any Subsidiary through (x) Dutch auctions or other offers to purchase open to all Lenders on a pro rata basis in accordance with procedures of the type described in Section 2.05(1)(e) or (y) open market purchases on a non-pro rata basis; provided that:

(i) (x) if the assignee is Holdings or a Subsidiary (other than a Borrower), upon such assignment, transfer or contribution, the applicable assignee shall automatically be deemed to have contributed or transferred the principal amount of such Term Loans, plus all accrued and unpaid interest thereon, to the U.S. Opco Borrower; or (y) if the assignee is a U.S. Opco Borrower (including through contribution or transfers set forth in clause (x)), (a) the principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the U.S. Opco Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (b) the aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Loans then held by the U.S. Opco Borrower and (c) such Borrower shall promptly provide notice to the Administrative Agent of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Loans in the Register;

(ii) each Person that purchases any Loans pursuant to clause (x) of this subsection (l) shall represent and warrant to the selling Lender that it does not possess material non-public information (or material information of the type that would not be public if Holdings, any Borrower or any Parent Company were a publicly-reporting company) with respect to Holdings and its Subsidiaries that either (1) has not been disclosed to the Lenders generally (other than Lenders that have elected not to receive such information) or (2) if not disclosed to the Lenders, would reasonably be expected to have a material effect on, or otherwise be material to (A) a Lender’s decision to participate in any such assignment or (B) the market price of such Loans, or shall make a statement that such representation cannot be made;

(iii) each Lender that assigns any Loans to Holdings, any Borrower or any Subsidiary pursuant to clause (y) above shall deliver to the Administrative Agent and the Lead Borrower a customary Big Boy Letter (unless such Person is willing, in its sole discretion, to make the representation and warranty contemplated by the foregoing clause (ii)); and

(iv) purchases of Term Loans pursuant to this subsection (l) may not be funded with the proceeds of Revolving Loans.

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(i) Notwithstanding anything to the contrary contained herein, without the consent of any Borrower or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information, to any Disqualified Institution.

SECTION 10.08 Resignation of Issuing Bank and Swing Line Lender. Notwithstanding anything to the contrary contained herein, any Issuing Bank or Swing Line Lender may, upon thirty (30) Business Days’ notice to the Borrowers and the Lenders, resign as an Issuing Bank or Swing Line Lender, respectively, so long as on or prior to the expiration of such 30-Business Day period with respect to such resignation, the relevant Issuing Bank or Swing Line Lender shall have identified a successor Issuing Bank or Swing Line Lender reasonably acceptable to the Borrowers willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an Issuing Bank or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor Issuing Bank or Swing Line Lender hereunder; provided that no failure by the Lead Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank or Swing Line Lender, as the case may be, except as expressly provided above. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(3)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(3).

SECTION 10.09 Confidentiality. Each of the Agents, the Arrangers, the Lenders and each Issuing Bank agrees to maintain the confidentiality of the Information in accordance with its customary procedures (as set forth below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, legal counsel, independent auditors, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential, with such Affiliate being responsible for such Person’s compliance with this Section 10.09; provided, however, that such Agent, Arranger, Lender or Issuing Bank, as applicable, shall be principally liable to the extent this Section 10.09 is violated by one or more of its Affiliates or any of its or their respective employees, directors or officers), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners); provided, however, that each Agent, each Arranger, each Lender and each Issuing Bank agrees to notify the Borrowers promptly thereof (except in connection with any request as part of a regulation examination) to the extent it is legally permitted to do so, (c) to the extent required by applicable laws or regulations or by any subpoena or otherwise as required by applicable Law or regulation or as requested by a governmental authority; provided that such Agent, such Arranger, such Lender or such Issuing Bank, as applicable, agrees that it will notify the Borrowers as soon as practicable in the event of any such disclosure by such Person (except in connection with any request as part of a regulation examination) unless such notification is prohibited by law, rule or regulation, (d) to any other party hereto, (e) subject to an agreement containing provisions at least as restrictive as those of this Section 10.09, to (i) any assignee of or Participant in, or

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any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee (or its agent) invited to be an Additional Lender (provided that nothing in this Section 10.09 shall prohibit the Administrative Agent from providing the DQ List to any prospective Lender or Participant in accordance with Section 10.07(b)(iv)) or (ii) with the prior consent of the Borrowers, any actual or prospective direct or indirect counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower or any of its Subsidiaries or any of their respective obligations; provided that such disclosure shall be made subject to the acknowledgment and acceptance by such prospective Lender, Participant or Eligible Assignee that such Information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to the Lead Borrower, the Agents and the Arrangers, including as set forth in any confidential information memorandum or other marketing materials) in accordance with the standard syndication process of the Agents and the Arrangers or market standards for dissemination of such type of information which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information, (f) for purposes of establishing a “due diligence” defense, (g) on a confidential basis to (i) any rating agency in connection with rating any Borrower or any Subsidiary or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowers or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach by any Person of this Section 10.09 or any other confidentiality provision in favor of any Loan Party, (y) becomes available to any Agent, any Arranger, any Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than Holdings, any Borrower or any Subsidiary, and which source is not known by such Agent, such Lender, such Issuing Bank or the applicable Affiliate to be subject to a confidentiality restriction in respect thereof in favor of Holdings, any Borrower or any Affiliate thereof or (z) is independently developed by the Agents, the Lenders, the Issuing Banks, the Arrangers or their respective Affiliates, in each case, so long as not based on information obtained in a manner that would otherwise violate this Section 10.09.

For purposes of this Section 10.09, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary or Affiliate thereof or their respective businesses, other than any such information that is available to any Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof; it being understood that no information received from Holdings, any Borrower or any Subsidiary or Affiliate thereof after the date hereof shall be deemed nonconfidential on account of such information not being clearly identified at the time of delivery as being confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 10.09 shall be considered to have complied with its obligation to do so in accordance with its customary procedures if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each Agent, each Arranger, each Lender and each Issuing Bank acknowledges that (a) the Information may include trade secrets, protected confidential information, or material non-public information concerning Holdings, a Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of such information and (c) it will handle such information in accordance with applicable Law, including United States Federal and state securities Laws and to preserve its trade secret or confidential character.

The respective obligations of the Agents, the Arrangers, the Lenders and any Issuing Bank under this Section 10.09 shall survive, to the extent applicable to such Person, (x) the payment in full of the Obligations and the termination of this Agreement, (y) any assignment of its rights and obligations under this Agreement and (z) the resignation or removal of any Agent.

SECTION 10.10 Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or such Issuing Bank to or for the credit or the account of any Loan Party against any and all of the obligations of such Loan Party then due and payable under this Agreement or any other Loan Document to such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or any other Loan Document; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all

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amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 10.10 are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Issuing Bank may have. Each Lender and each Issuing Bank agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 10.11 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

SECTION 10.12 Counterparts; Integration; Effectiveness. This Agreement and each of the other Loan Documents 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. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.13 Electronic Execution of Assignments and Certain Other Documents. The words “delivery”, “execution”, “execute”, “signed”, “signature”, and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 10.14 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

SECTION 10.15 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall

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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 10.16 GOVERNING LAW.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) HOLDINGS, EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY COLLATERAL DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.

(c) HOLDINGS, EACH BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION 10.16. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

SECTION 10.17 WAIVER OF RIGHT TO TRIAL BY JURY. 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 LOAN 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 LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.17.

SECTION 10.18 Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings, each Borrower and the Administrative Agent and the Administrative Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to the benefit of Holdings, each Borrower, each Agent, each Lender, each other party hereto and their respective successors and assigns.

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SECTION 10.19 Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

SECTION 10.20 Use of Name, Logo, etc. Each Loan Party consents to the publication in the ordinary course by Administrative Agent or the Arrangers of customary advertising material relating to the financing transactions contemplated by this Agreement using such Loan Party’s name, product photographs, logo or trademark; provided that any such material shall be provided to the Lead Borrower for its review a reasonable period of time in advance of publication. Such consent shall remain effective until revoked by such Loan Party in writing to the Administrative Agent and the Arrangers.

SECTION 10.21 USA PATRIOT Act. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act. Each Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

SECTION 10.22 Service of Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

SECTION 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 Loan Document), each of Holdings and the Borrowers acknowledges and agrees that (i) (A) the arranging and other services regarding this Agreement provided by the Agents, the Arrangers and the Lenders are arm’s-length commercial transactions between Holdings, the Borrowers and their respective Affiliates, on the one hand, and the Administrative Agents, the Arrangers and the Lenders, on the other hand, (B) each of Holdings and each Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of Holdings and each Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each Agent, Arranger and Lender is and has 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 Holdings, any Borrower or any of their respective Affiliates, or any other Person and (B) none of the Agents, the Arrangers nor any Lender has any obligation to Holdings, any Borrower or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arrangers, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Holdings, the Borrowers and their respective Affiliates, and none of the Agents, the Arrangers nor any Lender has any obligation to disclose any of such interests to Holdings, any Borrower or any of their respective Affiliates. To the fullest extent permitted by law, each of Holdings and each Borrower hereby waives and releases any claims that it may have against the Agents, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

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SECTION 10.24 Release of Collateral and Guarantee Obligations; Subordination of Liens.

(a) The Lenders and the Issuing Banks hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the sale or other transfer of such Collateral (including as part of or in connection with any other sale or other transfer permitted hereunder) to any Person other than another Loan Party, to the extent such sale, transfer or other disposition is made in compliance with the terms of this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (v) to the extent the property constituting such Collateral is owned by any Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its obligations under the Guaranty (in accordance with the second succeeding sentence), (vi) as required by the Collateral Agent to effect any sale, transfer or other disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Collateral Documents and (vii) to the extent such Collateral otherwise becomes Excluded Assets. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders and the Issuing Banks hereby irrevocably agree that any Subsidiary Guarantor shall be released from the Guaranties upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary. The Lenders and the Issuing Banks hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender or Issuing Bank. Any representation, warranty or covenant contained in any Loan Document relating to any such released Collateral or Guarantor shall no longer be deemed to be repeated.

(b) Notwithstanding anything to the contrary contained herein or any other Loan Document, when the Termination Conditions are satisfied, upon request of the Lead Borrower, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (i) Hedging Obligations in respect of any Secured Hedge Agreements, (ii) Cash Management Obligations in respect of any Secured Cash Management Agreements, (iii) contingent obligations not then due and (iv) Outstanding Amount of L/C Obligations related to any Letter of Credit that has been Cash Collateralized, backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.

(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Lead Borrower in connection with any Liens permitted by the Loan Documents, the Administrative Agent or Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to subordinate the Lien on any Collateral to any Lien permitted under Section 7.01 to be senior to the Liens in favor of the Collateral Agent.

SECTION 10.25 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan 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 Lender that is an EEA Financial Institution; and

206

(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 Loan 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.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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

CHOBANI GLOBAL HOLDINGS, LLC, as Holdings
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
CHOBANI, LLC, as a Borrower
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
CHOBANI IDAHO, LLC, as a Borrower
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer

[Signature Page to Credit Agreement]

BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Revolving Lender, Term Lender, Issuing Bank and Swing Line Lender
By:	/s/ Kathryn Tucker
	Name: Kathryn Tucker
	Title: President

[Signature Page to Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Revolving Lender and Issuing Bank
By:	/s/ Brian J. Klatt
	Name: Brian J. Klatt
	Title: Managing Director

[Signature Page to Credit Agreement]

EX-10.12

Exhibit 10.12

EXECUTION VERSION

AMENDMENT NO. 1 (this “Amendment”), dated as of April 13, 2017, to the Credit Agreement dated as of October 7, 2016 (as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended hereby, the “Amended Credit Agreement”) among CHOBANI GLOBAL HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CHOBANI, LLC, a Delaware limited liability company (the “U.S. Opco Borrower”), CHOBANI IDAHO, LLC, an Idaho limited liability company (the “Idaho Borrower” and, together with the U.S. Opco Borrower, each, a “Borrower” and collectively, the “Borrowers”), BANK OF AMERICA, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and the Lenders, Issuing Banks and other parties from time to time party thereto.

WHEREAS, the U.S. Opco Borrower has requested additional Term Loans (the “Additional Term Loans”) under the Amended Credit Agreement in an aggregate principal amount not exceeding $175,000,000, the proceeds of which shall be used to repay a portion of the Indebtedness outstanding under the Second Lien Credit Agreement immediately before giving effect to this Amendment and to pay related fees and expenses;

WHEREAS, the Additional Term Loans are expected to constitute a single Class of Term Loans with the Closing Date Term Loans outstanding immediately before giving effect to this Amendment (the “Existing Term Loans”) and shall be secured by Liens on the Collateral on a basis that is equal in priority to the Liens on the Collateral securing the First Lien Obligations under the Credit Agreement;

WHEREAS, each existing Term Lender (each, an “Existing Term Lender”) that executes and delivers a signature page to this Amendment will thereby unconditionally agree to the terms of this Amendment (all such consenting Existing Term Lenders, collectively, the “Consenting Lenders”);

WHEREAS, each Person (other than a Consenting Lender in its capacity as such) that agrees to make Additional Term Loans (each such Person, an “Additional Term Lender”) will make Additional Term Loans to the U.S. Opco Borrower on the Amendment Effective Date in an amount equal to its Additional Term Commitment (as defined below);

WHEREAS, the Additional Term Lenders are severally willing to make Additional Term Loans, subject to the terms and conditions set forth in this Amendment; and WHEREAS, the Additional Term Loans will have the same terms as the Existing Term Loans except as otherwise amended hereby;

WHEREAS, the U.S. Opco Borrower has engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated and/or its designated affiliates to act as sole and exclusive lead arranger and bookrunner in respect of the Additional Term Loans (in such capacities, the “Lead Arranger”); and

WHEREAS, pursuant to Section 10.01(1) of the Credit Agreement, the U.S. Opco Borrower has requested certain additional amendments to the Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Amended Credit Agreement.

SECTION 2. Additional Term Loans.

(a) Subject to the terms and conditions set forth herein, each Additional Term Lender severally agrees to make an Additional Term Loan to the U.S. Opco Borrower on the Amendment Effective Date in a principal amount equal to its Additional Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. The “Additional Term Commitment” of any Additional Term Lender will be the amount set forth opposite such Additional Term Lender’s name on Schedule 1 hereto. On the Amendment Effective Date, the proceeds of the Additional Term Loans will be used to repay a portion of the Indebtedness outstanding under the Second Lien Credit Agreement immediately before giving effect to this Amendment and to pay related fees and expenses.

(b) For the avoidance of doubt, on and after the Amendment Effective Date, (i) the Additional Term Loans and the Existing Term Loans shall constitute a single Class of Term Loans under the Credit Agreement; and (ii) the Additional Term Lenders and the Existing Term Lenders shall constitute a single Class of Term Lenders under the Credit Agreement.

SECTION 3. Amendments to the Credit Agreement.

In accordance with Section 10.01(1) of the Credit Agreement and effective as of the Amendment Effective Date:

(a) The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto. Attached as Annex II hereto is a conformed copy of the Amended Credit Agreement.

(b) The exhibits to the Credit Agreement are hereby amended to add Exhibit S attached as Annex III hereto.

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SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Loan Parties represent and warrant (in each case as of the Amendment Effective Date) that:

(a) The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action. This Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

(b) No Default shall exist after giving effect to this Amendment and the consummation of the transactions contemplated hereby (including the application of the proceeds of the Additional Term Loans).

(c) The representations and warranties of the Borrowers contained in Article V of the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Amendment Effective Date (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates).

SECTION 5. Amendment Effective Date. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:

(a) The Administrative Agent shall have received (i) a counterpart signature page of this Amendment duly executed by each Loan Party and the Administrative Agent, (ii) a counterpart signature page to this Amendment executed and delivered by each Additional Term Lender or Consenting Lender, as applicable and (iii) a counterpart signature page to this Amendment executed and delivered by each Revolving Lender and each Issuing Bank.

(b) The representations and warranties set forth in Sections 4(b) and (c) of this Amendment shall be true and correct in all respects on and as of the Amendment Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment Effective Date and signed by a Responsible Officer of the U.S. Opco Borrower, certifying as to such representations and warranties.

(c) The Administrative Agent shall have received the favorable legal opinions of (i) Gibson, Dunn & Crutcher LLP, counsel to the Loan Parties, and (ii) Givens Pursley LLP, Idaho counsel to the Loan Parties, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. The U.S. Opco Borrower hereby requests such counsel to deliver such opinions.

(d) The Administrative Agent shall have received a Committed Loan Notice in respect of the Additional Term Loans, which shall be in compliance with the notice requirements set forth in Section 2.02(1) of the Amended Credit Agreement.

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(e) The Administrative Agent shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying true and complete copies of the Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment.

(f) The U.S. Opco Borrower shall have paid:

(i) to the Administrative Agent, for the account of each Consenting Lender, an amendment fee (the “Amendment Fee”) in an amount equal to 0.125% of the principal amount of the Existing Term Loans of such Consenting Lender outstanding on the Amendment Effective Date immediately before giving effect to this Amendment, which Amendment Fee shall be fully earned and due and payable on the Amendment Effective Date; and

(ii) all fees and other amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between Holdings, the U.S. Opco Borrower and the Lead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter;

provided that it is understood and agreed that the Additional Term Lenders may net the fees and expenses described in this paragraph (f) from the proceeds of the Additional Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the U.S. Opco Borrower.

(g) The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and other information in respect of the Borrowers and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Amendment Effective Date.

The Administrative Agent shall notify the U.S. Opco Borrower, the Existing Term Lenders and the Additional Term Lenders of the Amendment Effective Date and such notice shall be conclusive and binding.

SECTION 6. Effect of Amendment; Reaffirmation of the Loan Parties.

(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other

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provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) From and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(c) Each Loan Party hereby consents to the amendment of the Credit Agreement, the Security Agreement and the Existing Pledge Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that (i) the existing security interests granted by such Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents and (ii) neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred, or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8. Costs and Expenses. The U.S. Opco Borrower agrees to reimburse the Administrative Agent promptly after receipt of a written request for its documented and reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

SECTION 9. Counterparts. This 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 facsimile or other electronic imaging means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

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SECTION 10. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

CHOBANI GLOBAL HOLDINGS, LLC,
as Holdings
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Executive Officer
CHOBANI, LLC,
as the U.S. Opco Borrower
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Executive Officer
CHOBANI IDAHO, LLC,
as the Idaho Borrower and a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Executive Officer
CHOBANI CAFE, LLC,
as a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Executive Officer
AGRO-FARMA LL, LLC,
as a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Executive Officer

[Chobani, LLC - Signature page to Amendment No. 1]

CHOBANI FINANCE CORPORATION, INC.,
as a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Executive Officer

[Chobani, LLC - Signature page to Amendment No. 1]

BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent,
By:	/s/ Denise Jones
	Name: Denise Jones
	Title: Vice President

[Chobani, LLC - Signature page to Amendment No. 1]

BANK OF AMERICA, N.A.,
as an Additional Term Lender and as a Revolving Lender and an Issuing Bank
By:	/s/ Kathryn Tucker
	Name: Kathryn Tucker
	Title: Vice President

[Chobani, LLC - Signature page to Amendment No. 1]

JPMORGAN CHASE BANK, N.A.,
as a Revolving Lender and an Issuing Bank
By:	/s/ Joon Hur
	Name: Joon Hur
	Title: Vice President

[Chobani, LLC - Signature page to Amendment No. 1]

THE TORONTO-DOMINION BANK,
NEW YORK BRANCH,
as a Revolving Lender and an Issuing Bank
By:	/s/ Annie Dorval
	Name: Annie Dorval
	Title: Authorized Signatory

[Chobani, LLC - Signature page to Amendment No. 1]

KEYBANK NATIONAL ASSOCIATION,
as a Revolving Lender and an Issuing Bank
By:	/s/ J.E. Fowler
	Name: J.E. Fowler
	Title: Managing Director

[Chobani, LLC - Signature page to Amendment No. 1]

EX-10.13

Exhibit 10.13

Execution Version

AMENDMENT NO. 2 (this “Refinancing Amendment”), dated as of October 10, 2017, to the Credit Agreement dated as of October 7, 2016 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof and as further amended, restated, supplemented or otherwise modified hereby, the “Credit Agreement”; the Credit Agreement as amended hereby, the “Amended Credit Agreement”) among CHOBANI GLOBAL HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CHOBANI, LLC, a Delaware limited liability company (the “U.S. Opco Borrower”), CHOBANI IDAHO, LLC, an Idaho limited liability company (the “Idaho Borrower” and, together with the U.S. Opco Borrower, each, a “Borrower” and collectively, the “Borrowers”), BANK OF AMERICA, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and the Lenders, Issuing Banks and other parties from time to time party thereto.

WHEREAS, pursuant to Section 2.15 of the Credit Agreement, the U.S. Opco Borrower has requested Credit Agreement Refinancing Indebtedness in the form of Other Term Loans in an aggregate principal amount not exceeding $819,247,807.02 million (the “New Term Loans”), the proceeds of which shall be used to refinance in full (concurrently with the effectiveness of this Refinancing Amendment) the Closing Date Term Loans outstanding immediately prior to giving effect to this Refinancing Amendment (the “Existing Term Loans”) and to pay related fees and expenses;

WHEREAS, consistent with Section 2.15 of the Credit Agreement, the New Term Loans shall constitute a single Class of Term Loans;

WHEREAS, each existing Term Lender (each, an “Existing Term Lender”) that executes and delivers a signature page to this Refinancing Amendment in the form of Annex I hereto (a “Lender Addendum”) will thereby (a) agree to the terms of this Refinancing Amendment and (b) agree to continue all (or such lesser amount as the Lead Arranger may allocate) of its Existing Term Loans outstanding on the Amendment No. 2 Effective Date as New Term Loans (such continued Existing Term Loans, the “Continued Term Loans”; and all such continuing Existing Term Lenders, collectively, the “Continuing Term Lenders”; the Existing Term Lenders that are not Continuing Term Lenders, collectively, the “Non-Continuing Term Lenders”) in a principal amount equal to the aggregate principal amount of its Existing Term Loans (or such lesser amount as the Lead Arranger may allocate);

WHEREAS, each Person (other than a Continuing Term Lender in its capacity as such) that agrees to make New Term Loans (each such Person, an “Additional Term Lender”) will make New Term Loans to the U.S. Opco Borrower on the Amendment No. 2 Effective Date (the “Additional Term Loans”) in an amount equal to its Additional Term Commitment (as defined below);

WHEREAS, the Continuing Term Lenders and the Additional Term Lenders (collectively, the “New Term Lenders”) are severally willing to continue their Existing Term Loans as New Term Loans and/or to make Additional Term Loans as New Term Loans, as the case may be, subject to the terms and conditions set forth in this Refinancing Amendment; and

WHEREAS, the New Term Loans will have the same terms as the Existing Term Loans except as otherwise amended hereby;

WHEREAS, the U.S. Opco Borrower has engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated and/or its designated affiliates to act as lead arranger and bookrunner in respect of the New Term Loans (in such capacities, the “Lead Arranger”); and

WHEREAS, pursuant to Section 10.01(1) of the Credit Agreement, the U.S. Opco Borrower has requested certain additional amendments to the Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Amended Credit Agreement.

SECTION 2. New Term Loans.

(a) Subject to the terms and conditions set forth herein, each Continuing Term Lender (i) severally agrees to continue all (or such lesser amount as the Lead Arranger may allocate) of its Existing Term Loans as New Term Loans in a principal amount equal to the principal amount of its Existing Term Loans (or such lesser amount as the Lead Arranger may allocate; any such principal amount of Existing Term Loans not allocated by the Lead Arranger to continue as New Term Loans, the “Non-Allocated Existing Term Loans”) and (ii) shall be deemed for the purpose of the Amended Credit Agreement to have made a New Term Loan in an aggregate principal amount equal to the aggregate principal amount of its Existing Term Loans minus the principal amount of its Non-Allocated Existing Term Loans (if any) on the Amendment No. 2 Effective Date.

(b) Subject to the terms and conditions set forth herein, each Additional Term Lender severally agrees to make a New Term Loan to the U.S. Opco Borrower on the Amendment No. 2 Effective Date in a principal amount equal to its Additional Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. The “Additional Term Commitment” of any Additional Term Lender will be the amount set forth opposite such Additional Term Lender’s name on Schedule 1 hereto. On the Amendment No. 2 Effective Date, the proceeds of the Additional Term Loans shall be applied to prepay (A) the Existing Term Loans of the Non-Continuing Term Lenders and (B) the Non-Allocated Existing Term Loans of the Continuing Term Lenders and to pay related fees and expenses.

(c) The continuation of Continued Term Loans may be implemented pursuant to other procedures specified by the Administrative Agent (in consultation with the U.S. Opco Borrower), including by repayment of Continued Term Loans of a Continuing Term Lender from the proceeds of Additional Term Loans followed by a subsequent assignment to it of New Term Loans in the same amount.

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(d) On the Amendment No. 2 Effective Date, (i) each Non-Continuing Term Lender shall have its Existing Term Loans prepaid in full, and the U.S. Opco Borrower shall pay to each Non-Continuing Term Lender all accrued interest thereon and all other amounts payable pursuant to Section 2.05(i) of the Credit Agreement and (ii) each Continuing Lender with Non-Allocated Existing Term Loans shall have its Non-Allocated Existing Term Loans prepaid in full, and the U.S. Opco Borrower shall pay to each such Continuing Term Lender all accrued interest thereon and all other amounts payable pursuant to Section 2.05(i) of the Credit Agreement.

(e) For the avoidance of doubt, on and after the Amendment No. 2 Effective Date, (i) the New Term Loans shall constitute a single Class of Term Loans under the Credit Agreement; and (ii) the New Term Lenders shall constitute a single Class of Term Lenders under the Credit Agreement.

SECTION 3. Amendments to the Credit Agreement.

In accordance with Sections 2.15 and 10.01(1) of the Credit Agreement and effective as of the Amendment No. 2 Effective Date:

(a) The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex II hereto.

(b) Exhibit D to the Credit Agreement is hereby amended in the form attached as Annex III hereto.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Refinancing Amendment, the Loan Parties represent and warrant (in each case as of the Amendment No. 2 Effective Date) that:

(a) The execution, delivery and performance by each Loan Party of this Refinancing Amendment have been duly authorized by all necessary corporate or other organizational action. This Refinancing Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

(b) No Default shall exist after giving effect to this Refinancing Amendment and the consummation of the transactions contemplated hereby (including the application of the proceeds of the New Term Loans).

(c) The representations and warranties of the Borrowers contained in Article V of the Amended Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Amendment No. 2 Effective Date (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates).

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SECTION 5. Amendment No. 2 Effective Date. This Refinancing Amendment shall become effective as of the first date (the “Amendment No. 2 Effective Date”) on which each of the following conditions shall have been satisfied:

(a) The Administrative Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each Loan Party and the Administrative Agent, (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each New Term Lender and (iii) a counterpart signature page to this Refinancing Amendment executed and delivered by each Revolving Lender and each Issuing Bank.

(b) The representations and warranties set forth in Sections 4(b) and (c) of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment No. 2 Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment No. 2 Effective Date and signed by a Responsible Officer of the U.S. Opco Borrower, certifying as to such representations and warranties.

(c) The Administrative Agent shall have received the favorable legal opinions of (i) Gibson, Dunn & Crutcher LLP, counsel to the Loan Parties, and (ii) Givens Pursley LLP, Idaho counsel to the Loan Parties, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment No. 2 Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. The U.S. Opco Borrower hereby requests such counsel to deliver such opinions.

(d) The Administrative Agent shall have received (i) a Committed Loan Notice in respect of the New Term Loans, which shall be in compliance with the notice requirements set forth in Section 2.02(1) of the Amended Credit Agreement and (ii) a prepayment notice in respect of the Existing Term Loans, which shall be in compliance with the notice requirements set forth in Section 2.05(2)(g) of the Credit Agreement.

(e) The Administrative Agent shall have received short form bring down good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying that the applicable Organizational Documents most recently delivered and the resolutions delivered as of the Closing Date remain in full force and effect and have not been amended, modified, revoked or rescinded and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Refinancing Amendment.

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(f) The U.S. Opco Borrower shall have paid all fees and other amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between Holdings, the U.S. Opco Borrower and the Lead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter;

provided that it is understood and agreed that the Additional Term Lenders may net the fees and expenses described in this paragraph (f) from the proceeds of the New Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the U.S. Opco Borrower.

(g) The prepayment of (a) the Existing Term Loans of the Non-Continuing Term Lenders and (b) the Non-Allocated Existing Term Loans of the Continuing Term Lenders, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation) of the New Term Loans, shall be consummated.

(h) The Administrative Agent shall have received for each Mortgaged Property, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination and for any Mortgaged Property with a building in a special flood hazard area, an acknowledgment by the applicable Loan Party, and evidence of flood insurance, as may be required pursuant to the Flood Insurance Laws or by the Administrative Agent and in each case reasonably satisfactory to the Administrative Agent.

The Administrative Agent shall notify the U.S. Opco Borrower, the Existing Term Lenders and the New Term Lenders of the Amendment No. 2 Effective Date and such notice shall be conclusive and binding.

SECTION 6. Effect of Refinancing Amendment; Reaffirmation of the Loan Parties.

(a) Except as expressly set forth herein, this Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) From and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Refinancing Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

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(c) This Refinancing Amendment shall be deemed to be a “Refinancing Amendment” as defined in the Credit Agreement.

(d) Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Refinancing Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Refinancing Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Refinancing Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that (i) the existing security interests granted by such Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents and (ii) neither the modification of the Credit Agreement effected pursuant to this Refinancing Amendment nor the execution, delivery, performance or effectiveness of this Refinancing Amendment (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred, or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

SECTION 7. GOVERNING LAW. THIS REFINANCING AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 8. Costs and Expenses. The U.S. Opco Borrower agrees to reimburse the Administrative Agent promptly after receipt of a written request for its documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

SECTION 9. Counterparts. This Refinancing 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 facsimile or other electronic imaging means of an executed counterpart of a signature page to this Refinancing Amendment shall be effective as delivery of an original executed counterpart of this Refinancing Amendment.

SECTION 10. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Refinancing Amendment.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Refinancing Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

CHOBANI GLOBAL HOLDINGS, LLC,
as Holdings
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
CHOBANI, LLC,
as the U.S. Opco Borrower
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
CHOBANI IDAHO, LLC,
as the Idaho Borrower and a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
CHOBANI CAFE, LLC,
as a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer
AGRO-FARMA LL, LLC,
as a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer

CHOBANI FINANCE CORPORATION, INC.,
as a Guarantor
By:	/s/ Mick Beekhuizen
	Name: Mick Beekhuizen
	Title: Chief Financial Officer

BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral Agent, as an Additional Term Lender and as a Revolving Lender and an Issuing Bank
By:	/s/ David H. Strickert
	Name: David H. Strickert
	Title: Managing Director

JPMORGAN CHASE BANK, N.A.,
as a Revolving Lender and an Issuing Bank
By:	/s/ Joon Hur
	Name: Joon Hur
	Title: Vice President

KEYBANK NATIONAL ASSOCIATION,
as a Revolving Lender and an Issuing Bank
By:	/s/ J.E. Fowler
	Name: J.E. Fowler
	Title: Managing Director

THE TORONTO-DOMINION BANK,
NEW YORK BRANCH,
as a Revolving Lender and an Issuing Bank
By:	/s/ Elisa Pileggi
	Name: Elisa Pileggi
	Title: Authorization Signatory

EX-10.14

Exhibit 10.14

EXECUTION VERSION

AMENDMENT NO. 3 (this “Refinancing Amendment”), dated as of October 23, 2020, to the Credit Agreement dated as of October 7, 2016 (as amended by that certain Amendment No. 1, dated as of April 13, 2017, and that certain Amendment No. 2, dated as of October 10, 2017, and as otherwise amended, restated, supplemented or modified from time to time prior to the date hereof and as further amended, restated, supplemented or otherwise modified hereby, the “Credit Agreement”; the Credit Agreement as amended hereby, the “Amended Credit Agreement”) among CHOBANI GLOBAL HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CHOBANI, LLC, a Delaware limited liability company (the “Borrower”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and the Lenders, Issuing Banks and other parties from time to time party thereto.

WHEREAS, pursuant to Section 2.15 of the Credit Agreement, the Borrower has requested Credit Agreement Refinancing Indebtedness in the form of (i) Other Term Loans in an aggregate principal amount not exceeding $400,000,000 (the “New Term Loans”), the proceeds of which, together with the net cash proceeds of the 2028 Senior Notes (as defined in the Amended Credit Agreement), shall be used to refinance in full (concurrently with the effectiveness of this Refinancing Amendment) the Closing Date Term Loans outstanding immediately prior to giving effect to this Refinancing Amendment (the “Existing Term Loans”), and to pay related fees and expenses and (ii) Other Revolving Commitments in an aggregate principal amount not exceeding $150,000,000 (the “New Revolving Commitments”; the loans thereunder, the “New Revolving Loans”; and the “New Revolving Commitment” of any New Revolving Lender (as defined below) will be the amount set forth opposite such New Revolving Lender’s name on Schedule 1 hereto), which shall be used to refinance and replace in full (concurrently with the effectiveness of this Refinancing Amendment) the Revolving Commitments under the Closing Date Revolving Facility (including any Revolving Loans thereunder) outstanding immediately prior to giving effect to this Refinancing Amendment (the “Existing Revolving Commitment”; the loans thereunder “Existing Revolving Loans”) and to pay related fees and expenses;

WHEREAS, consistent with Section 2.15 of the Credit Agreement, the New Term Loans shall constitute a single Class of Term Loans, and the New Revolving Commitments shall constitute a single Class of Commitments;

WHEREAS, each Revolving Lender party hereto (each, an “Existing Revolving Lender”) will agree to continue all of its Existing Revolving Commitments and/or Existing Revolving Loans, as applicable, outstanding on the Amendment No. 3 Effective Date as New Revolving Commitments and/or New Revolving Loans, as applicable, in a principal amount equal to the aggregate principal amount of its Existing Revolving Commitments and/or Existing Revolving Loans, as applicable;

WHEREAS, each Person that agrees to make New Term Loans (each such Person, a “New Term Lender”) will make New Term Loans to the Borrower on the Amendment No. 3 Effective Date in an amount equal to its New Term Commitment (as defined below), subject to the terms and conditions set forth in this Refinancing Amendment;

WHEREAS, the Existing Revolving Lenders (collectively, the “New Revolving Lenders”) are severally willing to continue their Existing Revolving Commitments and/or Existing Revolving Loans as New Revolving Commitments and/or New Revolving Loans, subject to the terms and conditions set forth in this Refinancing Amendment; and

WHEREAS, the New Term Loans will have the same terms as the Existing Term Loans, and the New Revolving Commitments will have the same terms as the Existing Revolving Commitments, in each case, except as otherwise amended hereby;

WHEREAS, the Borrower has engaged BofA Securities, Inc., JPMorgan Chase Bank, N.A., TD Securities (USA) LLC, KeyBanc Capital Markets Inc. and/or their respective designated affiliates to act as joint lead arrangers and joint bookrunners in respect of the New Term Loans and the New Revolving Commitments (in such capacities, the “Lead Arrangers”); and

WHEREAS, pursuant to Section 10.01(1) of the Credit Agreement, the Borrower has requested certain additional amendments to the Credit Agreement as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Amended Credit Agreement.

SECTION 2. New Term Loans and New Revolving Commitments.

(a) Subject to the terms and conditions set forth herein, each New Term Lender severally agrees to make a New Term Loan to the Borrower on the Amendment No. 3 Effective Date in a principal amount equal to its New Term Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. The “New Term Commitment” of any New Term Lender will be the amount set forth opposite such New Term Lender’s name on Schedule 2 hereto. On the Amendment No. 3 Effective Date, the proceeds of the New Term Loans shall be applied to prepay the Existing Term Loans and to pay related fees and expenses.

(b) Subject to the terms and conditions set forth herein, each New Revolving Lender (i) severally agrees to continue all of its Existing Revolving Commitments and/or Existing Revolving Loans, as applicable, as New Revolving Commitments and/or New Revolving Loans, as applicable, in a principal amount equal to the principal amount of its Existing Revolving Commitments and/or Existing Revolving Loans, as applicable and (ii) shall be deemed for the purpose of the Amended Credit Agreement to have (x) provided New Revolving Commitments in an aggregate principal amount equal to the aggregate principal amount of its Existing Revolving Commitments on the Amendment No. 3 Effective Date and/or (y) made a New Revolving Loan in an aggregate principal amount equal to the aggregate principal amount of its Existing Revolving Loans on the Amendment No. 3 Effective Date, as applicable.

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(c) On the Amendment No. 3 Effective Date, each existing Term Lender (each, an “Existing Term Lender”) shall have its Existing Term Loans prepaid in full, and the Borrower shall pay to each Existing Term Lender all accrued interest thereon and all other amounts payable pursuant to Section 2.05(1) of the Credit Agreement.

(d) For the avoidance of doubt, on and after the Amendment No. 3 Effective Date, (i) the New Term Loans shall constitute a single Class of Term Loans under the Credit Agreement; (ii) the New Term Lenders shall constitute a single Class of Term Lenders under the Credit Agreement; (iii) the New Revolving Commitments shall constitute a single Class of Revolving Commitments under the Credit Agreement; (iv) the New Revolving Loans shall constitute a single Class of Revolving Loans under the Credit Agreement; and (v) the New Revolving Lenders shall constitute a single Class of Revolving Lenders under the Credit Agreement.

SECTION 3. Amendments to the Credit Agreement.

In accordance with Sections 2.15 and 10.01(1) of the Credit Agreement and effective as of the Amendment No. 3 Effective Date, the Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Annex I hereto.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Refinancing Amendment, the Loan Parties represent and warrant (in each case, as of the Amendment No. 3 Effective Date) that:

(a) The execution, delivery and performance by each Loan Party of this Refinancing Amendment have been duly authorized by all necessary corporate or other organizational action. This Refinancing Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

(b) No Default shall exist after giving effect to this Refinancing Amendment and the consummation of the transactions contemplated hereby (including the application of the proceeds of the New Term Loans).

(c) The representations and warranties of the Borrowers contained in Article V of the Amended Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Amendment No. 3 Effective Date (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they were true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates).

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SECTION 5. Amendment No. 3 Effective Date. This Refinancing Amendment shall become effective as of the first date (the “Amendment No. 3 Effective Date”) on which each of the following conditions shall have been satisfied:

(a) The Administrative Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each Loan Party and the Administrative Agent, (ii) a counterpart signature page of this Refinancing Amendment duly executed by each New Term Lender and (iii) a counterpart signature page to this Refinancing Amendment executed and delivered by each Revolving Lender and each Issuing Bank.

(b) The representations and warranties set forth in Sections 4(b) and (c) of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment No. 3 Effective Date, and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of the Amendment No. 3 Effective Date and signed by a Responsible Officer of the Borrower, certifying as to such representations and warranties.

(c) The Administrative Agent shall have received the favorable legal opinion of Gibson, Dunn & Crutcher LLP, counsel to the Loan Parties, addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment No. 3 Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests such counsel to deliver such opinion.

(d) The Administrative Agent shall have received (i) a Committed Loan Notice in respect of the New Term Loans, which shall be in compliance with the notice requirements set forth in Section 2.02(1) of the Amended Credit Agreement and (ii) a prepayment notice in respect of the Existing Term Loans and the Existing Revolving Loans (if any), which shall be in compliance with the notice requirements set forth in Section 2.05(2)(g) and Section 2.05(1)(a), as applicable, of the Credit Agreement.

(e) The Administrative Agent shall have received short form bring down good standing from the secretary of state of the state of organization of each Loan Party (to the extent such concept exists in such jurisdiction), incumbency certificates or other certificates of Responsible Officers of each Loan Party certifying that the applicable Organizational Documents most recently delivered and the resolutions delivered as of the Closing Date remain in full force and effect and have not been amended, modified, revoked or rescinded and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Refinancing Amendment.

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(f) The Borrower shall have paid all fees and other amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between Holdings, the Borrower and the Lead Arranger (collectively, the “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter;

provided that it is understood and agreed that the New Term Lenders may net the fees and expenses described in this paragraph (f) from the proceeds of the New Term Loans, as applicable, prior to providing such proceeds to the Administrative Agent for distribution to the Borrower.

(g) The prepayment of (i) the Existing Term Loans of the Existing Term Lenders and (ii) the Existing Revolving Loans (if any) of the Existing Revolving Lenders, in each case, shall have been consummated or, substantially concurrently with the incurrence (or continuation, as applicable) of the New Term Loans and New Revolving Loans (if any), shall be consummated.

(h) The Administrative Agent shall have received for each Mortgaged Property, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination and for any Mortgaged Property with a building in a special flood hazard area, an acknowledgment by the applicable Loan Party, and evidence of flood insurance in minimum amounts as required by law, as may be required pursuant to the Flood Insurance Laws or by the Administrative Agent and, in each case, reasonably satisfactory to the Administrative Agent.

(i) The Administrative Agent shall have received, at least three (3) Business Days prior to the Amendment No. 3 Effective Date, a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) in relation to the Borrower if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and is not subject to any exemption thereunder, to the extent requested in writing not less than ten (10) Business Days prior to the Amendment No. 3 Effective Date.

The Administrative Agent shall notify the Borrower, the New Term Lenders, the Existing Revolving Lenders and the New Revolving Lenders of the Amendment No. 3 Effective Date and such notice shall be conclusive and binding.

SECTION 6. Post-Closing Obligations. Each Loan Party hereby agrees, with respect to each of the Mortgaged Properties listed on Schedule 1.01(2) to the Credit Agreement, within ninety (90) days of the Amendment No. 3 Effective Date, to deliver to the Collateral Agent the following:

(a) a Mortgage (or a modification to an existing Mortgage (each, a “Mortgage Modification”)), in each case, in form and substance reasonably satisfactory to the Collateral Agent;

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(b) evidence that counterparts of the Mortgage (or Mortgage Modification) have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create (or continue) a valid and subsisting perfected Lien on such Mortgaged Property in favor of the Collateral Agent (or, as applicable, a third-party mortgage collateral agent) for benefit of the First-Priority Secured Parties (as such term is defined in the Secured Notes Intercreditor Agreement) and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;

(c) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction for a date down and modification endorsement to the existing lender’s policy of title insurance insuring an existing Mortgage, in each case, in form and substance reasonably acceptable to the Collateral Agent;

(d) a customary Opinion of Counsel for the applicable Loan Parties in the jurisdiction in which such Mortgaged Property is located, with respect to (A) the enforceability and perfection of the Mortgage (or Mortgage Modification) and any related fixture filings and (B) the authorization, execution and delivery of the Mortgage (or Mortgage Modification), in form and substance reasonably satisfactory to the Collateral Agent; and

(e) An American Land Title/American Congress on Surveying and Mapping survey for such Mortgaged Property or an existing survey together with a “no change” affidavit, in each case, sufficient for the title insurance company issuing a Mortgage Policy to remove the standard survey exception and issue standard survey related endorsements and otherwise reasonably satisfactory to the Collateral Agent (if reasonably requested by the Collateral Agent).

SECTION 7. Effect of Refinancing Amendment; Reaffirmation of the Loan Parties.

(a) Except as expressly set forth herein, this Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Issuing Banks or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) From and after the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall be deemed a reference to the Amended Credit Agreement. This Refinancing Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

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(c) This Refinancing Amendment shall be deemed to be a “Refinancing Amendment” as defined in the Credit Agreement.

(d) Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Refinancing Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Refinancing Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Refinancing Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that (i) the existing security interests granted by such Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents and (ii) neither the modification of the Credit Agreement effected pursuant to this Refinancing Amendment nor the execution, delivery, performance or effectiveness of this Refinancing Amendment (A) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred, or (B) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

SECTION 8. GOVERNING LAW. THIS REFINANCING AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 9. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent promptly after receipt of a written request for its documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

SECTION 10. Counterparts. This Refinancing 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 facsimile or other electronic imaging means of an executed counterpart of a signature page to this Refinancing Amendment shall be effective as delivery of an original executed counterpart of this Refinancing Amendment. This Refinancing Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Refinancing Amendment may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Agreement.    For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. The Administrative Agent may, at its option, create one

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or more copies of this Refinancing Amendment in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the Administrative Agent’s business, and destroy the original paper document. This Refinancing Amendment in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent any Electronic Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

SECTION 11. Headings. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Refinancing Amendment.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Refinancing Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

CHOBANI GLOBAL HOLDINGS, LLC,
as Holdings
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title: Interim Chief Financial Officer

CHOBANI, LLC,
as the Borrower
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title: Interim Chief Financial Officer

CHOBANI CAFE, LLC,
as a Guarantor
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title: Interim Chief Financial Officer

AGRO-FARMA LL, LLC,
as a Guarantor
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title: Interim Chief Financial Officer

CHOBANI FINANCE CORPORATION, INC.,
as a Guarantor
By:	/s/ Michelle Brooks
	Name: Michelle Brooks
	Title: Interim Chief Financial Officer

BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, as a New Term Lender and as a Revolving
Lender and an Issuing Bank
By:	/s/ Alexander Bavifard
	Name: Alexander Bavifard
	Title: Director

JPMORGAN CHASE BANK, N.A., as a Revolving Lender and an Issuing Bank
By:	/s/ Joon Hur
	Name: Joon Hur
	Title: Executive

KEYBANK NATIONAL ASSOCIATION,
as a Revolving Lender and an Issuing Bank
By:	/s/ J.E. Fowler
	Name: J.E. Fowler
	Title: Managing Director

THE TORONTO-DOMINION BANK,
NEW YORK BRANCH,
as a Revolving Lender and an Issuing Bank
By:	/s/ Pradeep Mehra
	Name: Pradeep Mehra
	Title: Authorized Signatory

EX-10.15

Exhibit 10.15

Chobani Global Holdings, LLC

June 27, 2018

Hamdi Ulukaya

Chobani Global Holdings, LLC

200 Lafayette St., FL #6

New York, New York 10012

Re:         Updated Compensation Terms

Dear Hamdi:

This letter sets forth the agreed-upon material terms of your future compensation from the Chobani business for your service as its Chief Executive Officer. Your employer will continue to be Chobani Global Holdings, LLC (the “Company”). This letter will take effect upon the closing of the investment by the Healthcare of Ontario Pension Plan in the Company’s parent, FHU US Holdings, LLC (“Parent”).

1. Position.     You will continue to serve as the Chief Executive Officer of the Company. You will also continue to serve as the Chief Executive Officer of Parent and hold such other positions with Parent, the Company and their respective subsidiaries as shall be determined by the Board of Parent.

2. Base Salary.     Effective July 1, 2018, your salary will be $1,500,000 per year, payable by the Company. You will be paid in accordance with the Company’s standard payroll policies and subject to applicable payroll withholding taxes as required by law.

3. Bonus. You shall be eligible to receive a target annual cash bonus equal to 100% of your base salary for target level achievement of the specified performance goals for each given fiscal year of the Company while you are an employee of the Company, beginning with the Company’s 2018 fiscal year; provided, however that your bonus for 2018 shall be pro-rated and you shall be eligible to receive it for the period from July 1, 2018 to December 31, 2018. The basic terms and conditions of your bonus shall be consistent with those of the Company’s other senior executive officers, including the opportunity to receive a bonus in excess of the target bonus in the event of above-target achievement of the specified performance goals. Any annual bonus earned by you for a fiscal year ended will be paid to you at the same time annual bonuses are paid to other senior executive officers of the Company for such fiscal year ended.

4. Benefits Plans and Programs.     You will be eligible to participate in benefit programs, including health plans, retirement plans, paid time off and similar benefits, that are generally offered from time to time to other senior executive officers of the Company, in accordance with the terms of those benefit plans and programs. You shall be entitled to reimbursement of your reasonable business expenses in accordance with the terms of the Company’s business expense reimbursement policy. The Company reserves the right to change or terminate its benefit plans at any time.

5. Personal Benefits.    You shall be entitled to reimbursement from the Company for expenses incurred for private aircraft travel (including, without limitation, relating to your own personal aircraft) in an amount not to exceed $3,000,000 in a single calendar year (except such amount shall not exceed $1,000,000 for calendar year 2018). You shall also be entitled to have the Company pay on your behalf, or for reimbursement from the Company the following expenses: (i) your use of a car service for both business and personal purposes, (ii) your housing in Twin Falls, Idaho, (iii) $35,000 monthly stipend for housing, to be paid on a monthly basis, and (iv) for the use of two vehicles.

6. Distributions and Loans.     You shall be entitled to obtain distributions and loans in accordance with the terms of the operating agreement of Parent.

7. At-Will Employment.     Your employment with the Company is on an “at-will” basis, meaning that your employment is not for a specified period of time and you can resign, or subject to the terms of the operating agreement of Parent, the Company can terminate your employment, at any time, with or without cause or notice, and without any severance payment or similar obligation, except to the extent, if any, required by applicable law. In the event of the end of your employment with the Company, your other positions with the Company, Parent and their respective subsidiaries shall also end at the same time, except as otherwise required by law. The “at will” nature of your employment cannot be changed by an oral agreement and can only be changed by a written agreement signed by you and the Company.

8. Miscellaneous.     This letter and any other documents, plans, policies or other written materials referred to in this letter, set forth the entire understanding between you and the Company and supersede any prior discussions or agreements regarding your employment. Notwithstanding the foregoing, the terms of Parent’s operating agreement shall control in the event of any conflict with any other written materials. This letter will be governed by New York law without regard to conflicts of laws provisions.

[Remainder of page intentionally left blank.]

If you are in agreement with this summary, please sign below and feel free to call me with any questions or clarifications.

	Sincerely,
	CHOBANI GLOBAL HOLDINGS, LLC
	/s/ Kathleen Leo
	Kathleen Leo
	Secretary
Agreed and Accepted:
/s/ Hamdi Ulukaya	June 27, 2018
Hamdi Ulukaya	Date

EX-10.16

Exhibit 10.16

Employment Letter Amendment

Chobani Global Holdings, LLC

December 20, 2018

Hamdi Ulukaya

Chobani Global Holdings, LLC

200 Lafayette St, FL #6

New York, New York 10012

Re: Amendment to Updated Compensation Terms

Dear Hamdi:

This letter amends certain terms of the Employment Letter Agreement, dated as of June 27, 2018, by and between you and Chobani Global Holdings, LLC (the “Company”).

The following language will be added following the last sentence of Section 5 (Personal Benefits):

“Subject to prior approval by HOOPP Capital Partners (Greek) LLC (“HOOPP”) (in writing or via email) of the payment of such costs and expenses as provided herein, you shall also be entitled to have the Company pay on your behalf, or for reimbursement from the Company, for legal costs and expenses incurred in connection with the assertion by Ayse Giray of a potential Liquidity Event as such term is defined in the Confidential Settlement and Release Agreement, dated July 1 2015, by and among you, Euphrates, Inc., Chobani, LLC and Ayse Giray; provided that all bills/time sheets for such costs and expenses shall be provided to HOOPP for approval prior to payment.”

Please indicate your acceptance of these terms by countersignature below.

Sincerely,
CHOBANI GLOBAL HOLDINGS, LLC
By:	/s/ Mick Beekhuizen
Name:	Mick Beekhuizen
Title:	Chief Financial Officer

Agreed and Accepted:
/s/ Hamdi Ulukaya	December 20, 2018
Hamdi Ulukaya	Date

[Signature Page to Employment Letter Amendment]

EX-10.17

Exhibit 10.17

December 7, 2020

Michelle Brooks

Dear Michelle,

I am pleased to offer you the position of Chief Business Development Officer (“CBDO”) and Treasurer of Chobani Global Holdings, LLC (the “Company”), reporting directly to the Company’s Chief Financial Officer (“CFO”), Jody Macedonio, effective Monday, December 28, 2020.

The following outlines the terms and conditions of the Company’s offer:

• Duties and Authority: As Chief Business Development Officer (“CBDO”) and Treasurer of the Company, you shall perform those duties and shall have such authority, duties and responsibilities normally consistent and incident to the offices of the CBDO and Treasurer; and shall perform such additional duties and shall have such additional authority and responsibilities as the CFO may reasonably prescribe. You shall in good faith cooperate and work collaboratively with the Founder and CEO, Chobani Board of Managers, President and COO, CFO and other members of the Company’s senior management teams to advance the Company’s best interests, and shall exercise the duties and responsibilities of CBDO and Treasurer in conformity with the policies of the Company. You shall devote such time as is reasonably necessary to discharge your duties and conduct yourself in a manner that promotes and is supportive of and consistent with an aligned and collaborative leadership and management team and the Company’s culture and values. You shall devote all of your business time, energy, business judgment, knowledge and skill and your best efforts to the performance of your duties as CBDO and Treasurer of the Company. You will not engage in any other business, profession, or occupation for compensation or otherwise, without the prior written consent of the President and COO, or as previously approved by Chobani.

• Base Salary: The Company will pay you a “Base Salary” of $400,000 at an annual rate less all applicable withholdings, payable in accordance with the regular payroll practices of the Company. The Company will also review your base pay and total annual target compensation annually consistent with the Company’s policies.

• Annual Bonus: For each Company fiscal year ending during your employment with the Company, you will participate in the Company’s Annual Incentive Plan (AIP). Under the AIP, you will have the opportunity to earn, on an annual basis, a cash bonus of 50% of your annual base salary (“Annual Bonus”) subject to the achievement of annual performance objectives and goals for the applicable performance period, as most typically determined by the Company’s Board. Your AIP payment will based on your actual base salary earnings for the applicable year, and will be paid to you at the same time annual bonuses under the Company’s AIP for such fiscal year ended are paid to other senior level employees of the Company. You must be employed on the date of payment to receive your AIP payment in any year of payment.

• Benefit Plans: In addition, during your employment with the Company you will continue to be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executive officers (excluding the CEO), subject to satisfying the applicable eligibility requirements. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company reserves the right to amend, modify or terminate any employee benefit plan at any time.

• Vacation Time: During your employment with the Company you will be entitled to four (4) weeks of paid vacation per calendar year (as pro-rated for partial years) in accordance with the Company’s policy on accrual and use applicable to other senior executive officers as in effect from time to time.

• Severance: If the Company terminates your employment without cause¹ or you terminate your employment for good reason², then subject to the provisions of this offer letter, the Company will pay you 6 months of your then Base Salary (less applicable deductions), which will be paid in equal amounts bi-weekly or weekly, in accordance with Chobani’s then normal payroll cycle. The payments above are conditioned on you signing a general release of any and all claims against the Company in a form reasonably acceptable to the Company, your delivery of such release to the Company within 45 days after the date of your termination and your not revoking such release pursuant to any revocation rights afforded by applicable law, and are subject to the provisions of the Employee Confidentiality Agreement (as herein defined); and, provided, further, any payments to be paid to you hereunder are subject to your continued compliance with the Employee Confidentiality Agreement.

¹  For purposes of this offer letter, termination for “cause” (or words of similar import) means termination of your employment by the Company based upon the occurrence of one or more of the following: (i) your refusal or material failure to perform your job duties and responsibilities; (ii) your failure or refusal to comply in any material respect with the policies of the Company or lawful directives of the Chief Executive Officer and/or the Company’s manager (or comparable governing body); (iii) your material breach of any contract or agreement between you and the Company (including but not limited to this offer letter and the Employee Confidentiality Agreement (or any other employment, severance, restrictive covenants or similar agreements between you and the Company)); (iv) your material breach of any statutory duty, fiduciary duty or any other obligation that you owe to the Company; (v) your commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets (including, without limitation, its products); (vi) your engaging in unprofessional, unethical or wrongful acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company, its property or assets (including, without limitation, its products); or (vii) your indictment, conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude.

²  For purposes of this offer letter, “good reason” shall mean the occurrence of any of the following events, without your written consent, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by you to the Company: (i) a material diminution in your Base Salary or your target Annual Bonus percentage; or (ii) the relocation of your primary place of business from New York City to another location greater than 50 miles away. You shall provide the Company with a written notice detailing the specific circumstances alleged to constitute good reason within 30 days after you first know, or with the exercise of reasonable diligence would know, of the occurrence of such circumstances, and you must actually terminate your employment within 30 days following the expiration of the Company’s cure period, if the Company has not cured as set forth above; otherwise, any claim of such circumstances as “good reason” shall be deemed irrevocably waived by you.

• Chobani Rewards: Cash Long Term Incentive Plan (LTIP) and Profits Interests. Subject to approval of the Board, Chobani will make you a grant of 109,104 profits interests of Class B units under the CGH Management Holdings, LLC 2020 Management Plan (the “2020 Management Plan”). The Class B units in CGH Management Holdings, LLC to be awarded to you will have a vesting commencement date of January 1, 2020, pursuant to the terms and conditions set forth in the 2020 Management Plan and the Grant Agreement related thereto. In addition, you will be entitled to participate in the Company’s cash-based Long-Term Incentive Plan (“LTIP Plan”). For the Performance Period (as defined in the LTIP Plan) from January 1, 2020 to December 31, 2021, your Target Cash Value is $140,250 ($74,250 attributable to 2020 fiscal year and $66,000 attributable to 2021 fiscal year); and for periods thereafter, the Board will determine whether to continue the LTIP Plan. Your participation is pursuant to the terms and conditions set forth in the Plan and the LTIP Award Notice related thereto; all future participation in the LTIP will be in accordance with the terms of the LTIP Plan. The profits interest under the 2020 Management Plan and the LTIP award will each be memorialized in a Grant Agreement and amended LTIP Award Notice, respectively, and will be subject to the terms and conditions of the 2020 Management Plan, the CGH Management Holdings, LLC Amended and Restated Limited Liability Company Agreement, and the LTIP Plan.

• Confidentiality and Non-Competition. The Company considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. You agree to sign the Company’s new Employee Confidentiality Agreement attached hereto as Exhibit A (“Employee Confidentiality Agreement”), which new Employee Confidentiality Agreement will replace the existing Employee Confidentiality Agreement previously signed by you.

• Employment At-Will. Please understand that this offer letter does not constitute a contract of employment for any specific period of time, and you maintain your employment at-will relationship that you have had since you joined Chobani. You may be terminated at any time by you or the Company, with or without Cause. The at-will nature of the employment relationship may not be modified or amended except by written agreement signed by the President and COO (or, an authorized designee) and you.

• Entire Agreement. This offer letter (together with the Employee Confidentiality Agreement) constitutes our entire offer regarding the terms and conditions of your employment with the Company. It supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment. The Company will have the right to assign this offer letter in connection with the transfer or sale of all or substantially all of its assets or business, or in the event of its merger, consolidation, change-in-control or similar transaction.

• IRC 409A. This offer letter is intended to comply with Section 409A of the Code, and shall be construed and interpreted in accordance with such intent. A termination of employment shall not be deemed to have occurred for purposes of any provision of this offer letter providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this offer letter, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then

with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this offer letter shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. For purposes of Section 409A of the Code, your right to receive any installment payments pursuant to this offer letter shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this offer letter that is considered non-qualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of receiving severance shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year.

• Miscellaneous. This offer letter will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles. This offer letter may be signed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this offer letter. The signature of either you or I hereto transmitted electronically or by facsimile shall be deemed to be your or my original signature for all purposes.

Please indicate your acceptance of this offer by signing where indicated below and returning an executed copy of this offer letter together with the executed Employee Confidentiality Agreement to me at your earliest convenience.

Sincerely,

/s/ Grace Zuncic

Grace Zuncic

Chief People and Culture Officer

ACCEPTED AND AGREED AS OF DECEMBER 9, 2020

/s/ Michelle Brooks

EX-10.18

Exhibit 10.18

200 Lafayette Street, 6th Floor

New York, New York 10012

_T(212) 364 6490

chobani.com

February 26, 2021

Michelle Brooks

Dear Michelle,

Reference is made to your Employment Letter Agreement dated December 7, 2020 (“Agreement”). The purpose of this letter is to to amend the Agreement pursuant to the terms herein. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. The parties hereto agree to amend the Agreement as follows:

1. The first sentence in the Agreement under the heading entitled “Chobani Rewards: Cash Long Term Incentive Plan (LTIP) and Profits Interests” shall be amended to replace “109,104 profits interests” with “115,635 profits units”.

Except as amended hereby, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Please indicate your agreement to the terms herein signing below.

Sincerely,	/s/ Michelle Brooks
Chobani, LLC	Michelle Brooks

/s/ Grace Zuncic

Grace Zuncic

Chief People & Culture Officer

EX-10.19

Exhibit 10.19

Dated as of June 30, 2021

Michelle Brooks

Dear Michelle,

Reference is made to your Employment Letter Agreement dated December 7, 2020, as amended on February 26, 2021 (“Agreement”). The purpose of this letter is to to amend the Agreement pursuant to the terms herein, which terms shall be effective as of July 4, 2021. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.

The parties hereto agree to amend the Agreement as follows:

1. The paragraph under the heading “Duties and Responsibilities” shall be deleted in its entirety and replaced with the following:

Effective as of July 4, 2021, your new position will be Chief Strategy Officer (“CSO”) and Treasurer of Chobani Global Holdings, LLC (the “Company”), reporting directly to the Company’s Chief Financial Officer (“CFO”). As CSO and Treasurer of the Company, you shall perform those duties and shall have such authority, duties and responsibilities normally consistent and incident to the offices of the CSO and Treasurer; and shall perform such additional duties and shall have such additional authority and responsibilities as the CFO may reasonably prescribe. You shall in good faith cooperate and work collaboratively with the Founder and CEO, Chobani Board of Managers, President and COO, CFO and other members of the Company’s senior management teams to advance the Company’s best interests, and shall exercise the duties and responsibilities of CSO and Treasurer in conformity with the policies of the Company. You shall devote such time as is reasonably necessary to discharge your duties and conduct yourself in a manner that promotes and is supportive of and consistent with an aligned and collaborative leadership and management team and the Company’s culture and values. You shall devote all of your business time, energy, business judgment, knowledge and skill and your best efforts to the performance of your duties as CSO and Treasurer of the Company. You will not engage in any other business, profession, or occupation for compensation or otherwise, without the prior written consent of the President and COO, or as previously approved by Chobani.

2. The paragraph under the heading “Base Salary” shall be amended to delete “$400,000” in the first sentence and replace it with “$450,000”.

3. The paragraph under the heading “Severance” shall be amended to delete “6 months” in the first sentence and replace it with “9 months”.

Except as amended hereby, all other terms and conditions of the Agreement shall remain unchanged and in full force and effect.

Please indicate your agreement to the terms herein signing below.

Sincerely,

Grace Zuncic

Chief People and Culture Officer

/s/ Grace C. Zuncic

ACCEPTED AND AGREED AS OF JULY 29, 2021

/s/ Michelle Brooks

Michelle Brooks

Exhibit A

NDA

Employee Confidentiality, Non-Competition and Non-Solicitation Agreement

This Employee Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”), effective as of your first day of employment, is entered into by and between Chobani, LLC, on behalf of itself, its subsidiaries and its affiliates (collectively referred to herein as the “Chobani”), and the undersigned employee who is referred to in this Agreement as “Employee”, “me”, “I”, “my” or by similar words of reference.

In consideration of my employment by Chobani, my access to and provision with Confidential Information belonging to Chobani, which I acknowledge to be good and valuable consideration for my obligations hereunder, I agree with Chobani as follows:

1.     Confidential Information. I understand and acknowledge that during the course of employment by Chobani, I will have access to, learn about and be provided with confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to Chobani and its business, employees, and existing and prospective customers, suppliers, investors and other associated third parties, that are not generally known or available to the general public, but have been developed, compiled or acquired by Chobani at its great effort and expense (“Confidential Information”). I further understand and acknowledge that this Confidential Information and my ability to reserve it for the exclusive knowledge and use of Chobani is of great competitive importance and commercial value to Chobani, and that improper use or disclosure of the Confidential Information by me will cause irreparable harm to Chobani, for which remedies at law will not be adequate and may also cause Chobani to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties. Chobani’s “Confidential Information” includes but is not limited to the following:

• corporate plans and strategies and company financial information;

• marketing and advertising plans and strategies, anticipated sales promotions, creative concepts and packaging;

• pricing information and strategies, cost information, sales figures, forecasts and reports;

• manufacturing methods, processes, techniques and sequences;

• product specifications, formulas, research and development knowledge and know-how, concepts, ideas, applications, ingredients (including cultures, their names and formulations), recipes, compositions, discoveries and data;

• supply chain plans, processes and practices;

• product innovations and future product, service and other launches;

• consumer, customer and retailer lists and prospects, confidential consumer, customer and retailer information (including, contact information, terms and conditions of customer and retailer contracts and agreements (written or oral));

• employee lists, personnel records, other employee files and information, methods, skills, and abilities; and

• vendor and supplier lists, confidential vendor and supplier information (including, terms and conditions of vendor and supplier contracts and agreements (written or oral)).

I understand and agree that Confidential Information developed by me in the course of my employment by Chobani shall be subject to the terms and conditions of this Agreement as if Chobani furnished the same Confidential Information to me in the first instance. Confidential information belonging to other companies may not be disclosed or used except as permitted by a non-disclosure agreement signed by Chobani and the other party thereto and except as required in the performance of my authorized employment duties to Chobani.

2.     Disclosure and Use Restrictions. During my employment with Chobani and thereafter, I will (a) treat all Confidential Information as strictly confidential; (b) not, directly or indirectly, disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and to use the Confidential Information in connection with the business of Chobani and, in any event, not to anyone outside of the direct employ of Chobani except as required in the performance of my authorized employment duties to Chobani (and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared) or with the prior consent of an authorized officer acting on behalf of Chobani (and then, in each case, such disclosure shall be made only within the limits and to the extent of such duties or consent); (c) not access or use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of Chobani, except as required in the performance of my authorized employment duties or with the prior consent of an authorized officer acting on behalf of Chobani (and then, in each case, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing contained in this Agreement prohibits or prevents me from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblowing proceeding or other proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, FINRA, etc.). Under the federal Defend Trade Secrets Act of 2016, I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a

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federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to my attorney in relation to a lawsuit for retaliation for my reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

3.     Confidential Information of Former Employers; No Conflicting Obligation. I will not disclose or use confidential information belonging to my former employer(s). I represent that (i) my performance of the terms of this Agreement and my employment by Chobani does not and will not breach or conflict with any agreement with any third-party (including my former employer), including any confidentiality, non-compete or non-solicit agreement, and (ii) I am not subject to any non-solicit agreement which would impact my ability to hire employees at Chobani.

4.     Business Reputation. I will not make or publish any statement that will disparage or adversely affect the name, reputation, products or business interests of Chobani, including statements to the media and posting information (including pictures) on the Internet and on Facebook, Twitter, Instagram and other social media sites (both public and private).

5.     Return of Property. Upon termination of my employment, or at the request of Chobani, I agree to immediately return, and not retain a copy of (including in electronic form), all Chobani property within my possession or control, including all Confidential Information in whatever form. For any equipment or devices owned by me on which information concerning Chobani is stored or accessible, I agree, immediately upon or prior to termination from employment, to deliver such equipment or devices to Chobani so that any proprietary information may be deleted or removed. I expressly authorize Chobani’s designated representatives to access such equipment or devices for this limited purpose, and I shall provide any passwords or access codes necessary.

6.     Non-Competition During the Restricted Period. I acknowledge and understand that (I) Chobani is supportive of its employees being able to obtain fruitful employment opportunities after their time with Chobani; (II) the terms of this Section 6 are intended to prevent employees from using Chobani’s Confidential Information in a way that harms the Company within one year from an employee ceasing to work at Chobani; and (III) Chobani will consider waiving this provision 6, for departing employees for which subsequent employment opportunities may technically violate the terms of this Section 6 where Chobani determines there could be no resulting harm to Chobani.

I acknowledge and agree that Chobani is engaged in a highly competitive and global business, and that by virtue of my position, responsibilities access to Chobani’s Confidential Information, my engaging in a business which is directly competitive with Chobani will cause it great and irreparable harm. For the term of my employment and for one year thereafter (“Restricted Period”), I will not as an employee or otherwise in any other capacity, directly or indirectly, either alone or in association with any other person or entity, be employed by, perform services as a contractor, consultant or provide services for in any other capacity, or become an owner or manager of (i) any business that, to my knowledge, Chobani is engaged in, or actively planning or evaluating engaging in (each a, “Competitive Business”) and for which I have Confidential Information relating to, or (ii) the businesses or divisions of Group Danone S.A., Fage Dairy Industry S.A., General Mills, or Oatly Inc. that is a Competitive Business. In recognition of the global nature of Chobani’s Business which includes the sale of its products and services world-wide, this restriction shall apply throughout the United States of America, or as broadly as possible consistent with applicable law, and such other countries where Chobani is conducting business as of the date of my separation from employment with Chobani. If I am terminated by Chobani, without cause, I understand that this Section 6 shall not apply unless I execute a separation agreement with Chobani which would include the terms of any non-competition agreement following my employment with Chobani.

7.     Non-Solicitation of Customers. During the course and solely by reason of employment by Chobani, I may come into contact with Chobani’s commercial customer and retail partners, including, without limitation, grocery, mass, convenience and online grocery stores (“Customers”) and prospective Customers, and will have access to Confidential Information Chobani’s current and prospective Customers and related information, including but not limited to information regarding Customer contacts and representatives, Customer needs and requirements, and financial arrangements with Customer, and will have access to and the benefit of good will developed by Chobani with its Customers. During the Restricted Period, I will not directly or through others, service or solicit Customers or prospective Customers of Chobani (i) for the purpose of selling products of the type sold by Chobani, and for which products I had access to Confidential Information relating thereto while employed by Chobani, or (ii) induce Customers or prospective Customers of Chobani to lessen or not do business with Chobani.

8.     Non-Solicitation of Business Partners. During the course and solely by reason of employment with Chobani, I may come into contact with Chobani’s vendors, suppliers, distributors, or other business partners (“Business Partners”), and will have access to Confidential Information concerning Chobani’s Business Partners, including their financial arrangements, needs and requirements, and develop relationships with such Business Partners. During the Restricted Period, I will not, directly or indirectly, in any manner, solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any Business Partner of Chobani to cancel, terminate or lessen its business relationship with Chobani.

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9.     Non-Solicitation. I acknowledge and agree that solely as a result of employment with Chobani, and in light of the broad responsibilities of such employment which include working with other employees and contractors of Chobani, I will come into contact with and acquire Confidential Information regarding other employees, contractors and consultants of Chobani, and will develop relationships with those employees, contractors and consultants. Accordingly, during the Restricted Period, I shall not, either on my own account or on behalf of any person, company, corporation, or other entity, directly or indirectly, hire, solicit, assist, discuss with or advise, influence, induce or encourage in any way, any employee, contractor or consultant of Chobani to leave employment with or service to Chobani, or diminish their services to Chobani.

10.     Work Product. I acknowledge and agree that all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by me individually or jointly with others during the period of my employment by Chobani and relating in any way to the business or contemplated business, research, or development of Chobani (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in preparing the same), including all printed, physical, and electronic copies, all improvements, rights, and claims related to the foregoing and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents, and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions, and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of Chobani. For purposes of this Agreement, Work Product includes any information, plans, publications, research, strategies, techniques, know-how, computer programs or applications, software or web designs, work in process, results, developments, reports, graphics, drawings, sketches, market studies, formulae, algorithms, product plans, product designs, unpublished patent applications, specifications, customer information, customer and consumer information and lists, and manufacturing, sales, advertising and marketing information. I acknowledge that, by reason of being employed by Chobani at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by Chobani. I further covenant and agree that I will promptly disclose such Work Product to Chobani, and make and maintain for Chobani adequate and current written records of my innovations, inventions, discoveries and improvements made solely or jointly with others, said written records to be made available to and remain the sole property of Chobani at all times. I hereby assign to Chobani, without additional compensation, the entire Intellectual Property Rights for the United States and all foreign countries. I covenant and agree to (i) execute assignments and all other papers and do all acts necessary to carry out the above, including enabling Chobani to file and prosecute applications for, acquire, ascertain and enforce in all countries, letters patent, trademark registrations and/or copyrights covering or otherwise relating to the Intellectual Property Rights and to enable Chobani to protect its proprietary interests therein; and (ii) give testimony, at Chobani’s expense, in any action or proceeding to enforce the Intellectual Property Rights, during and after my employment, as needed. I hereby irrevocably grant Chobani power of attorney to execute and deliver any such documents on my behalf in my name and to do all other lawfully permitted acts to transfer the Work Product to Chobani and further the transfer, issuance, prosecution, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if I do not promptly cooperate with Chobani’s request (without limiting the rights Chobani shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be impacted by my subsequent incapacity. Appendix A attached to this Agreement fully describes all inventions developed by me alone or jointly with others before being employed by Chobani (“Prior Inventions”), and which are, therefore, not part of this Agreement. If no separate sheet is attached, the parties acknowledge that there exist no such Prior Inventions. If in the course of employment with Chobani, I incorporate into a Chobani product, process or service a Prior Invention owned by me or in which I have an interest, I hereby grant to Chobani a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.

11.     Duration/Assignment. This Agreement applies throughout my employment with Chobani, regardless of any changes in my title, compensation, responsibilities, or any other terms and conditions of my employment. Termination of my employment with Chobani for any reason shall not release me from my agreements and obligations under this Agreement. Chobani may assign this Agreement and its rights hereunder to its successors and assigns, and my agreements and obligations under this Agreement shall be enforceable by such successors or assigns.

12.     Remedies. I agree that compliance with the covenants set forth in this Agreement is necessary to protect the Confidential Information, business and goodwill of Chobani, and that any breach of this Agreement will result in irreparable and continuing harm to Chobani, for which money damages cannot provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of this Agreement by me, the parties agree that Chobani shall be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and I consent to the issuance thereof forthwith and without bond by any court of competent jurisdiction. In addition, in the event of any breach or anticipatory breach of this Agreement by me, any grant of temporary, preliminary, or permanent injunctive relief, against me, or my claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that Chobani shall be entitled to recovery of all reasonable sums and costs, including attorneys’ fees, incurred by Chobani in defending or seeking to enforce the provisions of this Agreement, in addition to

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any remedies otherwise available to it at law or equity. The restrictive periods set forth in this Agreement (including those set forth in Sections 6 through 9 hereof) shall not expire and shall be tolled during any period in which I am in violation of such restrictions, and therefore such restrictive periods shall be extended for a period equal to the duration of my violations thereof, except as may be limited by applicable law.

13.     At Will Employment; Future Employment. This Agreement does not constitute a contract of employment for any specific period of time. I acknowledge and agree that I am and will remain an “at will” employee, which means that either Chobani or I may terminate my employment at any time and for any reason or for no reason. In the event that I leave the employ of Chobani, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

14.     Publicity. I hereby consent to any and all uses and displays, by Chobani and its agents, of my name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio, and video recordings, digital images, websites, television programs, and advertising, other advertising, sales, and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of my employment by Chobani, for all legitimate business purposes of Chobani (“Permitted Uses”). I hereby forever release Chobani and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of my employment by Chobani, in connection with any Permitted Use.

15.     Miscellaneous.

a.     Restrictions. I acknowledge and agree that the restrictions contained herein, including Sections 6-9, are necessary to maintain the confidentiality of Chobani’s Confidential Information and the protection of its business and goodwill, and are fair, reasonable, and necessary for such purposes.

b.     Severability. The parties agree they have attempted to limit the scope of the post-employment restrictions contained herein to the extent necessary to protect Chobani’s Confidential Information, relationships and good will. In the event that any provision of this Agreement or portion thereof is found to be invalid or unenforceable by a court of law or other tribunal of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, which shall remain in full force and effect, and that court or other tribunal of competent jurisdiction shall modify the provisions found to be unenforceable or invalid so as to make them enforceable, taking into account the purposes of this Agreement and the nationwide and international scope of Chobani’s business and operations.

c.     Other Agreements Survive. I acknowledge and agree that the provisions of this Agreement shall be in addition to, and not in lieu of, the provisions of any other agreement between me and Chobani which apply to my business activities during and/or subsequent to my employment with Chobani; provided however, that this Agreement supersedes any prior employee non-disclosure or confidentiality, non-competition or non-solicitation agreement between me and Chobani. In the event of a conflict between this Agreement and any other agreement between me and Chobani, the terms that are enforceable and most restrictive will govern.

d.     Governing Law; Choice of Forum. This Agreement shall be construed in accordance with the internal laws of the State of New York without giving effect to conflict of law principles. The parties agree that any action or proceeding with respect to this Agreement and my employment shall be brought exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, or in any other court of competent jurisdiction sitting in the State and County of New York, and the parties agree to the personal jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in such court(s), and further irrevocably waive any claim they may now or hereafter have that any such action brought in such court(s) has been brought in an inconvenient forum. The parties recognize that, if any dispute or controversy arising from or relating to this agreement is submitted for adjudication to any court, the preservation of the secrecy of Confidential Information or Trade Secrets may be jeopardized. Consequently, the parties agree that all issues of fact shall be tried without a jury.

e.     Construction. Use of the words “include”, “includes”, or “including” in this Agreement are deemed to be followed by the words “without limitation”. The headings contained in this Agreement are for convenience only and do not constitute part of and shall not be used to interpret this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the drafting party.

f.     Non-Waiver. The failure of either Chobani or me to exercise any right, power or privilege under this Agreement shall not constitute a waiver of the same right, power or privilege in any other instance. Any waiver by Chobani or by me must be in writing and signed either by me, if I am seeking to waive any of my rights under this Agreement, or by an authorized person of Chobani, if Chobani is seeking to waive any of its rights under this Agreement.

g.     Modification. No modification of this Agreement shall be valid unless made in a writing signed by both parties hereto, wherein specific reference is made to this Agreement, except as provided above.

h.     Binding Effect. This Agreement shall be binding upon me, my heirs, executors and administrators, and upon Chobani and its successors and assigns, and shall inure to the benefit of Chobani and its successors and assigns. This Agreement may not be assigned by me. This Agreement may be enforced by Chobani’s successors and assigns. My obligations under this Agreement shall survive any changes made in the future to my employment terms with Chobani, including, without limitation, to changes in salary, benefits, bonus plans, job title and job responsibilities.

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BY EXECUTING BELOW, I ACKNOWLEDGE I HAVE READ THE ABOVE AGREEMENT, AND HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS ABOUT IT, AND I UNDERSTAND ITS TERMS. I UNDERSTAND THAT VIOLATION OF THIS AGREEMENT IS GROUNDS FOR TERMINATON OF MY EMPLOYMENT WITHOUT CAUSE.

CHOBANI, LLC
By	/s/ Grace C. Zuncic
Name:	Grace Zuncic
Title:	Chief People & Culture Officer

Signature:	/s/ Michelle Brooks
Employee Name: Michelle Brooks
Date: Mar 10, 2021

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EX-10.20

Exhibit 10.20

Dated as of February 12, 2020

Peter McGuinness

Dear Peter,

I am pleased to offer you the position of President and Chief Operating Officer (“COO”) of Chobani Global Holdings, LLC (the “Company”), reporting directly to the Company’s Chief Executive Officer (“CEO”), Hamdi Ulukaya effective August 28, 2019. This is a continuation of your employment by Company, which commenced pursuant to a letter agreement dated June 18, 2013.

The following outlines the terms and conditions of the Company’s offer:

• Duties and Authority. As President and COO of the Company, you shall perform those duties and shall have such authority, duties and responsibilities normally consistent and incident to the offices of President and COO and shall perform such additional duties and shall have such additional authority and responsibilities as the CEO may reasonably prescribe. You shall in good faith cooperate and work collaboratively with the CEO and other members of the Company’s senior management team to advance the Company’s best interests and shall exercise the duties and responsibilities of President and COO in conformity with the policies of the Company. You shall devote such time as is reasonably necessary to discharge your duties and conduct yourself in a manner that promotes and is supportive of and consistent with an aligned and collaborative leadership and management team and the Company’s culture and values. You shall devote all of your business time, energy, business judgment, knowledge and skill and your best efforts to the performance of your duties as President and COO of the Company. You will not engage in any other business, profession, or occupation for compensation or otherwise, without the prior written consent of the CEO.

• Base Salary. The Company will pay you a “Base Salary” at an annual rate less all applicable withholdings, payable in accordance with the regular payroll practices of the Company. On January 23, 2020, the Board of FHU US Holdings, LLC (the “Board”) approved your base pay annual rate of $850,000, and you received a merit increase of 3% effective on March 29, 2020, increasing your annualized base pay to $875,500. The Board will review your base pay and total annual target compensation each year in March during the company’s annual merit cycle process.

• Guaranteed Bonus. In assuming your new duties as President and COO, you acknowledge that the Company paid to you an incremental bonus of $150,000 in October 2019.

• Annual Bonuses. For each Company fiscal year ending during your employment with the Company, you will participate in the Company’s Annual Incentive Plan (AIP) as in effect from time to time. Under the AIP, you will have the opportunity to earn, on an annual basis, a cash bonus of 100% of your annual base salary (“Annual Bonus”) subject to the achievement of performance objectives and goals for the applicable performance period determined by the Board from time to time, which performance objectives and goals for a particular performance period will be consistent with those of other comparable senior executive

officers. For fiscal year 2020, you shall be subject to the AIP goals and objectives approved by the Board and communicated to you upon Board approval as part of the eligible employee communication. Your AIP for 2020 will based on your actual base salary earnings for 2020.

In addition, for fiscal year 2020, you will be entitled to earn an additional bonus of $150,000 (“2020 Additional Bonus”) which will be payable upon the Company’s achievement of the following metrics:

(i) Up to $75,000 based on the achievement of the metrics under the 2020 AIP with such amount determined based on the 2020 AIP grid approved by the Board (with the understanding that such amount will be capped at $75,000 based on achievement of 100% of the 2020 AIP), and

(ii) $75,000 at the discretion of the Founder and CEO based on your achievement of agreed upon goals for the remainder of 2020.

The 2020 Additional Bonus with respect to fiscal year 2020, and the AIP with respect to each fiscal year you are employed by the Company, will be paid to you at the same time annual bonuses under the Company’s AIP for such fiscal year ended are paid to other employees of the Company; you must be employed on the date of payment in order to be entitled to such 2020 Additional Bonus and the AIP.

All bonus monies earned by you for a fiscal year ended will be paid to you at the same time annual bonuses under the AIP are paid to other senior executive officers of the Company for such fiscal year ended.

• Benefit Plans. In addition, during your employment with the Company you will be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executive officers, excluding the Founder and CEO, subject to satisfying the applicable eligibility requirements. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. The Company shall promptly provide you with copies of benefit plan documents, and any amendments thereto, which may be adopted from time to time, which are generally available to other employees; and such other documents regarding the Company’s benefit plans that you may reasonably request.

• Vacation Time. During your employment with the Company you will be entitled to four (4) weeks of paid vacation per calendar year (as pro-rated for partial years) in accordance with the Company’s policy on accrual and use applicable to other senior executive officers as in effect from time to time.

• Severance. If you terminate your employment for good reason¹ or if the Company terminates your employment without cause² or your employment terminates due to your death or Disability (as defined below), then, subject to the provisions of this offer letter, the Company will pay you: (i) 100% of your AIP for the fiscal year performance period during which such termination occurs, based on the percentage payout approved by the Board in connection with the achievement of the applicable performance objectives and goals for such applicable fiscal year under the AIP, with such payment to be paid to you at the time annual bonuses under the Company’s AIP for such fiscal year ended are paid; (ii) if such termination occurs in fiscal year 2020, your 2020 Additional Bonus, to the extent that the Company achieves the applicable performance objectives and goals for such fiscal year applicable to such 2020 Additional Bonus, as determined by the CEO and the Board, with such payment to be paid to you at the time annual bonuses under the Company’s AIP for such fiscal year ended are paid; and (iii) 18 months of your then Base Salary (less applicable deductions), which will be paid in equal amounts bi-weekly or weekly, in accordance with the Company’s then normal payroll cycle. The payments above are conditioned on your (or your heirs) signing a general release of any and all claims against the Company in a form reasonably acceptable to the Company, your delivery of such release to the Company within 45 days after the date of your termination and your not revoking such release pursuant to any revocation rights afforded by applicable law, and are subject to the provisions of the Agreement of Confidentiality and Non- Competition (as herein defined); and, provided, further, any payments to be paid to you hereunder are subject to your continued compliance with the Agreement of Confidentiality and Non-Competition. As used herein, “Disability” is defined as a condition that entitles you to receive long-term disability benefits under the Company’s long-term disability plan. Any question as to the existence of the your Disability as to which you and the Company cannot

¹  For purposes of this offer letter, “good reason” shall mean the occurrence of any of the following events, without your written consent, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by you to the Company: (i) the material diminution in your title, duties, or responsibilities; (ii) a material diminution in your Base Salary or your target Annual Bonus; (iii) the Company’s material breach of the Company’s obligations to you under this offer letter; or (iv) the relocation of your primary place of business from New York City to another location greater than 50 miles away. You shall provide the Company with a written notice detailing the specific circumstances alleged to constitute good reason within 30 days after you first know, or with the exercise of reasonable diligence would know, of the occurrence of such circumstances, and you must actually terminate your employment within 30 days following the expiration of the Company’s cure period, if the Company has not cured as set forth above; otherwise, any claim of such circumstances as “good reason” shall be deemed irrevocably waived by you.

²  For purposes of this offer letter, termination for “cause” (or words of similar import) means termination of your employment by the Company based upon the occurrence of one or more of the following: (i) your refusal or material failure to perform your job duties and responsibilities (other than due to your Disability); (ii) your failure or refusal to comply in any material respect with the policies of the Company or lawful directives of the Chief Executive Officer and/or the Company’s manager (or comparable governing body); (iii) your material breach of any contract or agreement between you and the Company (including but not limited to this offer letter and the Agreement of Confidentiality and Non-Competition (or any other employment, severance, restrictive covenants or similar agreements between you and the Company)); (iv) your material breach of any statutory duty, fiduciary duty or any other obligation that you owe to the Company; (v) your commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets (including, without limitation, its products); (vi) your engaging in unprofessional, unethical or wrongful acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company, its property or assets (including, without limitation, its products); or (vii) your indictment, conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude.

agree shall be determined in writing by a qualified independent physician mutually acceptable to you and the Company. If you and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and you shall be final and conclusive for all purposes of this Agreement.

• Place of Performance. You will be based remotely, with a primary office in New York, New York. You and the Company acknowledge that there will be extensive travel on business consistent with your position.

• Profits Interest/Long Term Incentive Plan (LTIP). The Company will make you a grant of profits interests under the CGH Management Holdings, LLC 2020 Management Plan (the “2020 Management Plan”) in the amount of 1,422,418 Class B units in CGH Management Holdings, LLC, with a vesting commencement date of January 1, 2019 pursuant to the terms and conditions set forth in the Grant Agreement related thereto. In addition, you will be entitled to participate in the Company’s 2020 Long-Term Incentive Plan (“LTIP”) with a Target Value (as defined in the LTIP) of $1,122,000 for the Performance Period (as defined in the LTIP) from January 1, 2020 to December 31, 2021 pursuant to the terms and conditions set forth in the LTIP Award Notice related thereto. The profits interest under the 2020 Management Plan and the LTIP award will each be memorialized in a Grant Agreement and Award Notice, respectively, and will be subject to the terms and conditions of the 2020 Management Plan, the CGH Management Holdings, LLC Amended and Restated Limited Liability Company Agreement, and the LTIP. Subject to approval of the Board (which will be included on the Agenda for the January 28, 2021 Board Meeting), the Company agrees not to exercise the Repurchase Option (as defined in the 2020 Management Plan) under the 2020 Management Plan, or the Repurchase Option (as defined in the CGH Management Holdings, LLC 2016 Management Plan (the “2016 Management Plan”)) under the 2016 Management Plan for any Class B units vested as of December 31, 2020.

• Confidentiality and Non-Competition. The Company considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. You agree to sign the Company’s Agreement of Confidentiality and Non-Competition attached hereto as Exhibit B, which will supersede and replace the Agreement of Confidentiality and Non-Competition executed by you on June 19, 2013.

• Employment At-Will. Please understand that this offer letter does not constitute a contract of employment for any specific period of time, and you maintain your employment at-will relationship that you have had since you joined the Company. You may be terminated at any time by you or the Company, with or without Cause. The at-will nature of the employment relationship may not be modified or amended except by written agreement signed by the CEO (or, an authorized designee) and you.

• Entire Agreement. This offer letter (together with the Agreement of Confidentiality and Non-Competition) constitutes our entire offer regarding the terms and conditions of your employment with the Company. It supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment. The Company will have the right to assign this offer letter in connection with the transfer or sale of all or substantially all of its assets or business, or in the event of its merger, consolidation, change-in-control or similar transaction.

• IRC 409A. This offer letter is intended to comply with Section 409A of the Code, and shall be construed and interpreted in accordance with such intent. A termination of

employment shall not be deemed to have occurred for purposes of any provision of this offer letter providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this offer letter, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this offer letter shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. For purposes of Section 409A of the Code, your right to receive any installment payments pursuant to this offer letter shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this offer letter that is considered non-qualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of receiving severance shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year.

• Miscellaneous. This offer letter will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles. This offer letter may be signed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this offer letter. The signature of either you or our CEO hereto transmitted electronically or by facsimile shall be deemed to be your or his original signature for all purposes.

Please indicate your acceptance of this offer by signing where indicated below and returning an executed copy of this offer letter together with the executed Agreement of Confidentiality and Non-Competition to me at your earliest convenience.

Sincerely,

Hamdi Ulukaya

Founder and Chief Executive Officer

Sincerely,
	/s/ Hamdi Ulukaya
	Hamdi Ulukaya
	Founder and Chief Executive Officer
	ACCEPTED AND AGREED AS OF December 31 2020
	/s/ Peter McGuinness
	Peter McGuinness

Exhibit A

NDA

Employee Confidentiality, Non-Competition and Non-Solicitation Agreement

This Employee Confidentiality, Non-Competition and Non-Solicitation Agreement (“Agreement”), effective as of your first day of employment, is entered into by and between Chobani, LLC, on behalf of itself, its subsidiaries and its affiliates (collectively referred to herein as the “Chobani”), and the undersigned employee who is referred to in this Agreement as “Employee”, “me”, “I”, “my” or by similar words of reference.

In consideration of my employment by Chobani, my access to and provision with Confidential Information belonging to Chobani, which I acknowledge to be good and valuable consideration for my obligations hereunder, I agree with Chobani as follows:

1.     Confidential Information. I understand and acknowledge that during the course of employment by Chobani, I will have access to, learn about and be provided with confidential, secret, and proprietary documents, materials, data, and other information, in tangible and intangible form, of and relating to Chobani and its business, employees, and existing and prospective customers, suppliers, investors and other associated third parties, that are not generally known or available to the general public, but have been developed, compiled or acquired by Chobani at its great effort and expense (“Confidential Information”). I further understand and acknowledge that this Confidential Information and my ability to reserve it for the exclusive knowledge and use of Chobani is of great competitive importance and commercial value to Chobani, and that improper use or disclosure of the Confidential Information by me will cause irreparable harm to Chobani, for which remedies at law will not be adequate and may also cause Chobani to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties. Chobani’s “Confidential Information” includes but is not limited to the following:

• corporate plans and strategies and company financial information;

• marketing and advertising plans and strategies, anticipated sales promotions, creative concepts and packaging;

• pricing information and strategies, cost information, sales figures, forecasts and reports;

• manufacturing methods, processes, techniques and sequences;

• product specifications, formulas, research and development knowledge and know-how, concepts, ideas, applications, ingredients (including cultures, their names and formulations), recipes, compositions, discoveries and data;

• supply chain plans, processes and practices;

• product innovations and future product, service and other launches;

• consumer, customer and retailer lists and prospects, confidential consumer, customer and retailer information (including, contact information, terms and conditions of customer and retailer contracts and agreements (written or oral));

• employee lists, personnel records, other employee files and information, methods, skills, and abilities; and

• vendor and supplier lists, confidential vendor and supplier information (including, terms and conditions of vendor and supplier contracts and agreements (written or oral)).

I understand and agree that Confidential Information developed by me in the course of my employment by Chobani shall be subject to the terms and conditions of this Agreement as if Chobani furnished the same Confidential Information to me in the first instance. Confidential information belonging to other companies may not be disclosed or used except as permitted by a non-disclosure agreement signed by Chobani and the other party thereto and except as required in the performance of my authorized employment duties to Chobani.

2.     Disclosure and Use Restrictions. During my employment with Chobani and thereafter, I will (a) treat all Confidential Information as strictly confidential; (b) not, directly or indirectly, disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and to use the Confidential Information in connection with the business of Chobani and, in any event, not to anyone outside of the direct employ of Chobani except as required in the performance of my authorized employment duties to Chobani (and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared) or with the prior consent of an authorized officer acting on behalf of Chobani (and then, in each case, such disclosure shall be made only within the limits and to the extent of such duties or consent); (c) not access or use any Confidential Information, or copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of Chobani, except as required in the performance of my authorized employment duties or with the prior consent of an authorized officer acting on behalf of Chobani (and then, in each case, such disclosure shall be made only within the limits and to the extent of such duties or consent). Nothing contained in this Agreement prohibits or prevents me from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblowing proceeding or other proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, FINRA, etc.). Under the federal Defend Trade Secrets Act of 2016, I shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a

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federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to my attorney in relation to a lawsuit for retaliation for my reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

3.     Confidential Information of Former Employers; No Conflicting Obligation. I will not disclose or use confidential information belonging to my former employer(s). I represent that (i) my performance of the terms of this Agreement and my employment by Chobani does not and will not breach or conflict with any agreement with any third-party (including my former employer), including any confidentiality, non-compete or non-solicit agreement, and (ii) I am not subject to any non-solicit agreement which would impact my ability to hire employees at Chobani.

4.     Business Reputation. I will not make or publish any statement that will disparage or adversely affect the name, reputation, products or business interests of Chobani, including statements to the media and posting information (including pictures) on the Internet and on Facebook, Twitter, Instagram and other social media sites (both public and private).

5.     Return of Property. Upon termination of my employment, or at the request of Chobani, I agree to immediately return, and not retain a copy of (including in electronic form), all Chobani property within my possession or control, including all Confidential Information in whatever form. For any equipment or devices owned by me on which information concerning Chobani is stored or accessible, I agree, immediately upon or prior to termination from employment, to deliver such equipment or devices to Chobani so that any proprietary information may be deleted or removed. I expressly authorize Chobani’s designated representatives to access such equipment or devices for this limited purpose, and I shall provide any passwords or access codes necessary.

6.     Non-Competition During the Restricted Period. I acknowledge and agree that Chobani is engaged in a highly competitive and global business, and that by virtue of my position, responsibilities access to Chobani’s Confidential Information, my engaging in a business which is directly competitive with Chobani will cause it great and irreparable harm. For the term of my employment and for one year thereafter (“Restricted Period”), I will not as an employee or otherwise in any other capacity, directly or indirectly, either alone or in association with any other person or entity, be employed by, perform services as a contractor, consultant or provide services for in any other capacity, or become an owner or manager of: Group Danone S.A., Fage Dairy Industry S.A., Lactalis International or General Mills, Inc., including any affiliated entities or joint ventures of the foregoing entities engaged in a Competitive Business (as defined below) and any successors and/or assigns of any of the foregoing entities’ Competitive Business (the “Identified Companies”), or any other person or entity engaged in a Competitive Business (“Other Companies”). For purposes of this Agreement, “Competitive Business” means any business related to the research, development, production, manufacture, distribution, marketing or sale of (i) yogurt-based products (including, without limitation, Greek yogurt, regular yogurt, frozen yogurt, yogurt-based dips, yogurt shakes and smoothies, and drinkable yogurt, and whether packaged with dry or wet goods), probiotics, dairy (including milk and creamer) or dairy substitute or alternative products (including coconut, soy, nut and oat-based products); or (ii) any product or business that, to my knowledge, Chobani is engaged in, or actively planning or evaluating engaging in. In recognition of the global nature of Chobani’s Business which includes the sale of its products and services world-wide, this restriction shall apply throughout the United States of America, or as broadly as possible consistent with applicable law, and such other countries where Chobani is conducting business as of the date of my separation from employment with Chobani.

7.     Non-Solicitation of Customers. During the course and solely by reason of employment by Chobani, I may come into contact with some, most or all of Chobani’s commercial customer and retail partners, including but not limited to grocery, mass, convenience and online grocery stores (“Customers”) and prospective Customers, and will have access to Confidential Information Chobani’s current and prospective Customers and related information, including but not limited to information regarding Customer contacts and representatives, Customer needs and requirements, and financial arrangements with Customer, and will have access to and the benefit of good will developed by Chobani with its Customers. During the Restricted Period, I will not directly or through others service or solicit Customers or prospective Customers of Chobani for the purpose of selling products and services of the type developed, sold and provided by Chobani, and for which I had responsibility or knowledge of or access to Confidential Information while employed by Chobani, or induce Customers or prospective Customers of Chobani to lessen or not do business with Chobani. This restriction shall apply only to those Customers or prospective Customers of Chobani with whom I had contact or about whom I learned Confidential Information during my employment with Chobani.

8.     Non-Solicitation of Business Partners. During the course and solely by reason of employment with Chobani, I may come into contact with Chobani’s vendors, suppliers, distributors, or other business partners (“Business Partners”), and will have access to Confidential Information concerning Chobani’s Business Partners, including their financial arrangements, needs and requirements, and develop relationships with such Business Partners. During the Restricted Period, I will not, directly or indirectly, in any manner, solicit, assist, discuss with or advise, influence, induce or otherwise encourage in any way, any Business Partner of Chobani to cancel, terminate or lessen its business relationship with Chobani.

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9.     Non-Solicitation. I acknowledge and agree that solely as a result of employment with Chobani, and in light of the broad responsibilities of such employment which include working with other employees and contractors of Chobani, I will come into contact with and acquire Confidential Information regarding other employees, contractors and consultants of Chobani, and will develop relationships with those employees, contractors and consultants. Accordingly, during the Restricted Period, I shall not, either on my own account or on behalf of any person, company, corporation, or other entity, directly or indirectly, hire, solicit, assist, discuss with or advise, influence, induce or encourage in any way, any employee, contractor or consultant of Chobani to leave employment with or service to Chobani, or diminish their services to Chobani.

10.     Work Product. I acknowledge and agree that all writings, works of authorship, technology, inventions, discoveries, ideas and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by me individually or jointly with others during the period of my employment by Chobani and relating in any way to the business or contemplated business, research, or development of Chobani (regardless of when or where the Work Product is prepared or whose equipment or other resources is used in preparing the same), including all printed, physical, and electronic copies, all improvements, rights, and claims related to the foregoing and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill), patents, and other intellectual property rights therein arising in any jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions, and renewals thereof (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of Chobani. For purposes of this Agreement, Work Product includes any information, plans, publications, research, strategies, techniques, know-how, computer programs or applications, software or web designs, work in process, results, developments, reports, graphics, drawings, sketches, market studies, formulae, algorithms, product plans, product designs, unpublished patent applications, specifications, customer information, customer and consumer information and lists, and manufacturing, sales, advertising and marketing information. I acknowledge that, by reason of being employed by Chobani at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by Chobani. I further covenant and agree that I will promptly disclose such Work Product to Chobani, and make and maintain for Chobani adequate and current written records of my innovations, inventions, discoveries and improvements made solely or jointly with others, said written records to be made available to and remain the sole property of Chobani at all times. I hereby assign to Chobani, without additional compensation, the entire Intellectual Property Rights for the United States and all foreign countries. I covenant and agree to (i) execute assignments and all other papers and do all acts necessary to carry out the above, including enabling Chobani to file and prosecute applications for, acquire, ascertain and enforce in all countries, letters patent, trademark registrations and/or copyrights covering or otherwise relating to the Intellectual Property Rights and to enable Chobani to protect its proprietary interests therein; and (ii) give testimony, at Chobani’s expense, in any action or proceeding to enforce the Intellectual Property Rights, during and after my employment, as needed. I hereby irrevocably grant Chobani power of attorney to execute and deliver any such documents on my behalf in my name and to do all other lawfully permitted acts to transfer the Work Product to Chobani and further the transfer, issuance, prosecution, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if I do not promptly cooperate with Chobani’s request (without limiting the rights Chobani shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be impacted by my subsequent incapacity. Appendix A attached to this Agreement fully describes all inventions developed by me alone or jointly with others before being employed by Chobani (“Prior Inventions”), and which are, therefore, not part of this Agreement. If no separate sheet is attached, the parties acknowledge that there exist no such Prior Inventions. If in the course of employment with Chobani, I incorporate into a Chobani product, process or service a Prior Invention owned by me or in which I have an interest, I hereby grant to Chobani a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.

11.     Duration/Assignment. This Agreement applies throughout my employment with Chobani, regardless of any changes in my title, compensation, responsibilities, or any other terms and conditions of my employment. Termination of my employment with Chobani for any reason shall not release me from my agreements and obligations under this Agreement. Chobani may assign this Agreement and its rights hereunder to its successors and assigns, and my agreements and obligations under this Agreement shall be enforceable by such successors or assigns.

12.     Remedies. I agree that compliance with the covenants set forth in this Agreement is necessary to protect the Confidential Information, business and goodwill of Chobani, and that any breach of this Agreement will result in irreparable and continuing harm to Chobani, for which money damages cannot provide adequate relief. Accordingly, in the event of any breach or anticipatory breach of this Agreement by me, the parties agree that Chobani shall be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and I consent to the issuance thereof forthwith and without bond by any court of competent jurisdiction. In addition, in the event of any breach or anticipatory breach of this Agreement by me, any grant of temporary, preliminary, or permanent injunctive relief, against me, or my claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the parties agree that Chobani shall be entitled to recovery of all reasonable sums and costs, including attorneys’ fees, incurred by Chobani in defending or seeking to enforce the provisions of this Agreement, in addition to any remedies otherwise available to it at law or equity. The restrictive periods set forth in this Agreement (including those set forth

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in Sections 6 through 9 hereof) shall not expire and shall be tolled during any period in which I am in violation of such restrictions, and therefore such restrictive periods shall be extended for a period equal to the duration of my violations thereof, except as may be limited by applicable law.

13.     At Will Employment; Future Employment. This Agreement does not constitute a contract of employment for any specific period of time. I acknowledge and agree that I am and will remain an “at will” employee, which means that either Chobani or I may terminate my employment at any time and for any reason or for no reason. In the event that I leave the employ of Chobani, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement.

14.     Publicity. I hereby consent to any and all uses and displays, by Chobani and its agents, of my name, voice, likeness, image, appearance, and biographical information in, on or in connection with any pictures, photographs, audio, and video recordings, digital images, websites, television programs, and advertising, other advertising, sales, and marketing brochures, books, magazines, other publications, CDs, DVDs, tapes, and all other printed and electronic forms and media throughout the world, at any time during or after the period of my employment by Chobani, for all legitimate business purposes of Chobani (“Permitted Uses”). I hereby forever release Chobani and its directors, officers, employees, and agents from any and all claims, actions, damages, losses, costs, expenses, and liability of any kind, arising under any legal or equitable theory whatsoever at any time during or after the period of my employment by Chobani, in connection with any Permitted Use.

15.     Miscellaneous.

a.     Restrictions. I acknowledge and agree that the restrictions contained herein, including Sections 6-9, are necessary to maintain the confidentiality of Chobani’s confidential information and the protection of its business and goodwill, and are fair, reasonable, and necessary for such purposes.

b.     Severability. The parties agree they have attempted to limit the scope of the post-employment restrictions contained herein to the extent necessary to protect Chobani’s Confidential Information, relationships and good will. In the event that any provision of this Agreement or portion thereof is found to be invalid or unenforceable by a court of law or other tribunal of competent jurisdiction, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, which shall remain in full force and effect, and that court or other tribunal of competent jurisdiction shall modify the provisions found to be unenforceable or invalid so as to make them enforceable, taking into account the purposes of this Agreement and the nationwide and international scope of Chobani’s business and operations.

c.     Other Agreements Survive. I acknowledge and agree that the provisions of this Agreement shall be in addition to, and not in lieu of, the provisions of any other agreement between me and Chobani which apply to my business activities during and/or subsequent to my employment with Chobani. In the event of a conflict between this Agreement and any other agreement between me and Chobani, the terms that are enforceable and most restrictive will govern.

d.     Governing Law; Choice of Forum. This Agreement shall be construed in accordance with the internal laws of the State of New York without giving effect to conflict of law principles. The parties agree that any action or proceeding with respect to this Agreement and my employment shall be brought exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, or in any other court of competent jurisdiction sitting in the State and County of New York, and the parties agree to the personal jurisdiction thereof. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in such court(s), and further irrevocably waive any claim they may now or hereafter have that any such action brought in such court(s) has been brought in an inconvenient forum. The parties recognize that, if any dispute or controversy arising from or relating to this agreement is submitted for adjudication to any court, the preservation of the secrecy of Confidential Information or Trade Secrets may be jeopardized. Consequently, the parties agree that all issues of fact shall be tried without a jury.

e.     Construction. Use of the words “include”, “includes”, or “including” in this Agreement are deemed to be followed by the words “without limitation”. The headings contained in this Agreement are for convenience only and do not constitute part of and shall not be used to interpret this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the drafting party.

f.     Non-Waiver. The failure of either Chobani or me to exercise any right, power or privilege under this Agreement shall not constitute a waiver of the same right, power or privilege in any other instance. Any waiver by Chobani or by me must be in writing and signed either by me, if I am seeking to waive any of my rights under this Agreement, or by an authorized person of Chobani, if Chobani is seeking to waive any of its rights under this Agreement.

g.     Modification. No modification of this Agreement shall be valid unless made in a writing signed by both parties hereto, wherein specific reference is made to this Agreement, except as provided above.

h.     Binding Effect. This Agreement shall be binding upon me, my heirs, executors and administrators, and upon Chobani and its successors and assigns, and shall inure to the benefit of Chobani and its successors and assigns. This Agreement may not be assigned by me. This Agreement may be enforced by Chobani’s successors and assigns. My obligations under this Agreement shall survive any changes made in the future to my employment terms with Chobani, including but not limited to changes in salary, benefits, bonus plans, job title and job responsibilities.

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BY EXECUTING BELOW, I ACKNOWLEDGE I HAVE READ THE ABOVE AGREEMENT, AND HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS ABOUT IT, AND I UNDERSTAND ITS TERMS. I UNDERSTAND THAT VIOLATION OF THIS AGREEMENT IS GROUNDS FOR TERMINATON OF MY EMPLOYMENT WITHOUT CAUSE.

CHOBANI, LLC
By	/s/ Grace C. Zuncic
Name:	Chief People & Culture Officer
Title:	Grace Zuncic

Signature:	/s/ Peter McGuinness
Employee Name: Peter McGuinness
Date: Dec 31, 2020

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EX-10.21

Exhibit 10.21

May 10, 2016

Kathleen A. Leo

Dear Kathy:

I am pleased to offer you the position of Chief Legal Officer and General Counsel of Chobani Global Holdings, LLC (the ‘‘Company”), reporting directly to the Company’s Chief Executive Officer (“CEO”). If you accept this offer, your employment will begin no later than July 11, 2016 (the “Start Date”).

The following outlines the terms and conditions of the Company’s offer of employment to you:

• Chief Legal Officer and General Counsel; Duties and Authority. As Chief Legal Officer and General Counsel, you will oversee all of the company’s legal activities including those associated with corporate governance, financings, mergers and acquisitions, intellectual property protection, regulatory and trade, commercial contracts, employment law, as well as litigation and dispute resolution. You will serve as the principal legal advisor to the CEO and the company’s senior management team, as well as a principal legal advisor to the Company’s Board of Managers. And, you will perform such additional duties and will have such additional authority and responsibilities as the CEO may prescribe.

You will cooperate and work collaboratively with the CEO and other members of the Company’s senior management team to advance the Company’s best interests and will exercise the duties and responsibilities of Chief Legal Officer and General Counsel in conformity with the policies of the Company.

You shall devote all of your business time, energy, business judgment, knowledge and skill and your best efforts to the performance of your duties as Chief Legal Officer and General Counsel of the Company.

• Base Salary. The Company will pay you a “Base Salary” at an annual rate of $450,000, less all applicable withholdings, payable in accordance with the regular payroll practices of the Company. Your Base Salary will be subject to annual review by the Manager of the Company (the “Board”), and may be adjusted from time to time in the Board’s sole discretion, but shall not in any year be reduced below the annual rate of $450,000.

Privileged and Confidential

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• Annual Bonus. For each Company fiscal year ending during your employment with the Company, you will participate in the Company’s annual incentive plan as in effect from time to time (the “Bonus Plan”). Under the Bonus Plan, you will have the opportunity to earn, on an annual basis, a cash bonus subject to the achievement of performance objectives and goals for the applicable performance period determined by the Board from time to time, which performance objectives and goals for a particular performance period will be consistent with those of other comparable senior executive officers; the performance goal for the Company’s 2016 fiscal year is the Company’s achievement of $210 million of EBITDA for such fiscal year, with the Board making all determinations related to such bonus and the Company’s performance. Your annual cash bonus target amount for any fiscal year performance period shall be 50% of Executive’s then current Base Salary (the “Bonus Target”). Any annual bonus earned by you for a fiscal year ended, will be paid to you at the same time annual bonuses are paid to other senior executive officers of the Company for such fiscal year ended, but in no event later than on April 1 of the immediately following fiscal year, subject to your continued employment with the Company through the date of payment. Your annual bonus earned and payable for fiscal year 2016 shall, however, be no less than 50% of your base earnings as at the end of fiscal year 2016, regardless of the actual achievement of any applicable performance objectives and goals for fiscal year 2016.

• Benefit Plans. In addition to the Bonus Plan, during your employment with the Company you will be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executive officers, excluding Hamdi Ulukaya, subject to satisfying the applicable eligibility requirements. Your participation will be subject to the terms of the applicable plan documents and generally applicable Company policies. Notwithstanding the foregoing, the Company reserves the right to amend, modify or terminate any employee benefit plan at any time.

• Vacation Time. During your employment with the Company you will be entitled to four (4) weeks of paid vacation per calendar year (as pro-rated for partial years) in accordance with the Company’s policy on accrual and use applicable to other senior executive officers as in effect from time to time.

Privileged and Confidential

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• Severance; Termination without cause¹ or for good reason². If the Company terminates your employment without cause or you terminate your employment for good reason as provided in, and in accordance with, this offer letter, then, subject to the provisions of this offer letter, the Company will pay you: (i) your annual bonus for the fiscal year performance period during which such termination occurs and which you would have been paid absent such termination, provided, however, such annual bonus shall not be less than 50% of your then Base Salary regardless of the actual achievement of any applicable performance objectives and goals for such fiscal year, with such payment to be paid to you at the time the annual bonus payments for such fiscal year performance period are paid to senior executive officers of the Company; and (ii) an aggregate amount equal to your then Base Salary, with such payment to be paid to you in ratable monthly installments during the 12 month period following termination of your employment by the Company without cause; provided, the foregoing payments, are conditioned on your signing a general release of any and all claims against the Company in a form reasonably acceptable to the Company, your delivery of such release to the Company within 45 days after

¹  For purposes of this offer letter, termination for “cause” (or words of similar import) means termination of your employment by the Company based upon the occurrence of one or more of the following: (i) your refusal or material failure to perform your job duties and responsibilities (other than by reason of your serious physical or mental illness, injury, or medical condition); (ii) your failure or refusal to comply in any material respect with the policies of the Company or lawful directives of the Chief Executive Officer and/or the Company’s manager (or comparable governing body); (iii) your material breach of any contract or agreement between you and the Company (including but not limited to this offer letter and the Agreement of Confidentiality and Non-Competition (or any other employment, severance, restrictive covenants or similar agreements between you and the Company); (iv) your material breach of any statutory duty, fiduciary duty or any other obligation that you owe to the Company; (v) your commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets (including, without limitation, its products); (vi) your engaging in unprofessional, unethical or other acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company, its property or assets (including, without limitation, its products); or (vii) your indictment or conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude. For purposes of this definition of “cause”, the term “Company” shall include its parents, subsidiaries and other affiliated entities, together with their respective successors and assigns.

²  For purposes of this offer letter, “good reason” shall mean the occurrence of any of the following events, without your express written consent, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by you to the Company: (i) the diminution (other than temporarily while physically or mentally incapacitated or as required by applicable law) in your title, duties, authorities or responsibilities, excluding immaterial diminutions not taken in bad faith; (ii) a reduction of your Base Salary below the annual rate of $450,000 or a reduction of your Bonus Target below 50% of your then current Base Salary; (iii) a change in your reporting relationship to someone other than the Chief Executive Officer; (iv) the required relocation of your primary work location outside of the New York, New York metropolitan area; or (v) the Company’s material breach of the Company’s material obligations to you under this offer letter. You shall provide the Company with a written notice detailing the specific circumstances alleged to constitute good reason within 30 days after you first know, or with the exercise of reasonable diligence would know, of the occurrence of such circumstances, and you must actually terminate your employment within 30 days following the expiration of the Company’s cure period, if the Company has not cured as set forth above; otherwise, any claim of such circumstances as “good reason” shall be deemed irrevocably waived by you.

Privileged and Confidential

3

the date of your termination and your not revoking such release pursuant to any revocation rights afforded by applicable law, and are subject to the provisions of the Agreement of Confidentiality and Non-Competition (as herein defined); and, provided, further, any payments to be paid to you under clause (ii) are subject to your continued compliance with the Agreement of Confidentiality and Non-Competition.

• Place of Performance. You will be based primarily in New York, New York, except for reasonable travel on business consistent with your position.

• Business and Travel Expenses. Upon presentation of reasonable substantiation and documentation as the Company may specify from time to time, you will be reimbursed in accordance with the Company’s expense reimbursement policy, for all reasonable out-of-pocket business expenses incurred and paid by you in connection with your performance of your duties as Chief Legal Officer and General Counsel.

• Long-Term Equity Award/Profits Interest. We will make a grant of profits interest to you under the Chobani Global Holdings, LLC Profits Interest Plan in the amount of 490,000 Class B Units. This grant entitles you to a portion of the Company’s appreciated equity value above a participation threshold of $2 billion equity value.

The profits interest will be memorialized pursuant to a grant agreement, the form of which has been provided to you (the “Grant Agreement”), and will be subject to the terms and conditions of CGH Management Holdings, LLC Limited Liability Company Agreement and the CGH Profits Interest Plan.

• Confidentiality and Non-Competition. The Company considers the protection of its confidential information, proprietary materials and goodwill to be extremely important. Accordingly, you will be required to sign and return an agreement relating to confidentiality, non-competition and work product on or before your Start Date, as a condition of this offer of employment (the “Agreement of Confidentiality and Non-Competition”). A copy of the Agreement of Confidentiality and Non-Competition is enclosed for your consideration and signature.

In addition, the Company requests that you comply with any existing and/or continuing contractual obligations that you may have with your former employer(s). By signing this offer letter, you represent that your employment with the Company and performance of your duties as contemplated by this offer letter shall not breach or conflict with any agreement you have with any third party.

• Employment At-Will. Please understand that this offer letter does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated at any time by you or the Company, with or without cause and with or without advance notice. The at-will nature of the employment relationship may not be modified or amended except by written agreement signed by the CEO (or, an authorized designee) and you.

Privileged and Confidential

4

• Entire Agreement. This offer letter (together with the Agreement of Confidentiality and Non-Competition and Grant Agreement) constitutes our entire offer regarding the terms and conditions of your prospective employment with the Company. It supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the offered terms of employment. The Company will have the right to assign this offer letter to it successors and assigns.

• Eligibility to Work in the United States. In order for the Company to comply with United States law, we ask that on your Start Date you bring appropriate documentation to verify your authorization to work in the United States. The Company may not employ anyone who cannot provide documentation showing that they are legally authorized to work in the United States.

• IRC 409A. This offer letter is intended to comply with Section 409A of the Code, and shall be construed and interpreted in accordance with such intent. A termination of employment shall not be deemed to have occurred for purposes of any provision of this offer letter providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this offer letter, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this offer letter shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the

Privileged and Confidential

5

taxable year in which the expense occurred. For purposes of Section 409A of the Code, your right to receive any installment payments pursuant to this offer letter shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this offer letter that is considered non-qualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of receiving severance shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year.

• Miscellaneous. This offer letter will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles. This offer letter may be signed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this offer letter. The signature of either you or our CEO hereto transmitted electronically or by facsimile shall be deemed to be your or his original signature for all purposes.

In addition to your employment as Chief Legal Officer and General Counsel of the Company as contemplated above, as of the Start Date, you will serve as Chief Legal Officer and General Counsel of FHU US Holdings, LLC.

We look forward to you joining the Company. Please indicate your acceptance of this offer by signing where indicated below and returning an executed copy of this offer letter together with the executed Agreement of Confidentiality and Non-Competition to me at your earliest convenience.

Sincerely,

/s/ Hamdi Ulukaya

Hamdi Ulukaya

Chief Executive Officer

Privileged and Confidential

6

I accept this offer of employment with Chobani Global Holdings, LLC. and agree to the terms and conditions outlined in this offer letter.

/s/ Kathleen Leo

Kathleen Leo

Date: May 10, 2016

Enclosures:

Agreement of Confidentiality and Non-Competition (executed)

Privileged and Confidential

7

EX-10.22

Exhibit 10.22

November 1, 2011

Jason Blaisure

Dear Jason:

It is our pleasure to offer you full time employment with Agro Farma, Inc. makers of Chobani Greek Yogurt. The Agro Farma brand is premiere in the industry and no other company has more experience or expertise in manufacturing Greek yogurt. You will become a part of our team that is not only committed to excellence, but also rewards innovation, recognizes individual contributions, and encourages professional growth. You will find a career at Agro Farma, Inc. to be challenging, exciting and personally rewarding.

Our strong desire to have you join us as a regular, full time employee is evidenced by the competitive compensation and benefit package offered below:

• Position/Salary: Plant Superintendent; Salary $90,000 per year, bonus potential equal to 30% of salary based on company performance and personal goals (pro-rated your first year).

• Medical Benefits: Eligible for enrollment on the 1st of the month following employment.

• Vacation Time: Eligible for three weeks of vacation during your first year of employment.

• 401(k) Plan): Eligible for enrollment on the 1^st of the month following ninety (90) days employment.

• Pay Date: Weekly every Friday

• Required Information: Regulatory forms (e.g. Form I-9, W-4, etc.) will be completed on your first day of employment. Please have two (2) forms of identification for completion of Form I-9. Also, a void check or a letter from your bank is required for Direct Deposit on your first day of work.

This offer is contingent upon the successful completion of a pre-employment background verification consisting of criminal, employment/education, and professional references. You must also pass a drug test after you accept this offer of employment. This offer may be rescinded if the results of your drug test are positive or questionable.

669 County Road 25, New Berlin, NY 13411

607-847-6181 Phone

607-847-8847-Fax

Offer Letter

Page 2

Your first 90 days of Agro Farma employment are considered your introductory period. During this period, you or Agro Farma can end the employment relationship at any time, for any reason, with or without cause unless prohibited by law. Agro Farma, Inc. is an employer at will. This means that either you or Agro Farma, Inc. can end the employment relationship at any time, for any reason, with or without cause, unless prohibited by law.

We appreciate your commitment to grow your career with Agro Farma. As I am sure you will agree, we are committed to your future career with Agro Farma, Inc. as evidenced by an outstanding and comprehensive compensation package.

Please indicate your acceptance of this offer by signing below and indicating your intended start date. This offer will be rescinded two weeks from the date of this letter if not accepted by the latter date.

We at Agro Farma, Inc. would like to extend a warm welcome to you!

Sincerely,

/s/ Valerie Wasielewski	/s/ Jason Blaisure	11/1/11
Valerie Wasielewski	Jason Blaisure	Date
Recruiter
Agro Farma, Inc.	Anticipated Starting Date: 11/28/11

669 County Road 25, New Berlin, NY 13411

607-847-6181 Phone

607-847-8847-Fax

EX-10.23

Exhibit 10.23

200 Lafayette Street, 6th Floor

New York, New York 10012

_T(212) 364 6490

chobani.com

	Jason Blaisure
	Dear Jason,
AUGUST 2018	We are pleased to inform you of our decision to award you with Retention Bonus Payments, as a component of your Total Compensation package.
-
NEW YORK, NY	Effective with the payroll immediately following June 30 and December 31 in each of fiscal years 2018, 2019 and 2020, we will make a lump sum payment to you in the amount of $25,000, subject to all taxes required by law.
	Should Chobani implement a long term incentive program, these Retention Bonus Payments would cease.
	All of us here at Chobani wish to extend our appreciation for your contributions and commitment to the organization. Your continued dedication to our goals is essential to our future success.
	Sincerely,

/s/ Grace Zuncic

Grace Zuncic

Senior Vice President, People

EX-10.24

Exhibit 10.24

August 21, 2020

JASON BLAISURE

CONFIDENTIAL

Dear Jason,

In assuming your new position as Chief Supply Chain Officer, I am very pleased to provide this formal confirmation of the adjustment to your annual base salary to $450,000 effective August 9, 2020.

Effective with the 2020 fiscal year, your bonus potential will remain same at 50% of your salary, pro-rated based on the effective date of your revised salary, and payable in accordance with Chobani’s standard payroll practice, less applicable taxes, deductions and withholdings.

I look forward to being in-touch in September regarding your additional participation in the Chobani Rewards and Long-Term Incentive programs, following approval by Hamdi and the Chobani Board.

Jason, thank you for your outstanding and tireless commitments to the Chobani business, our people, culture, team and values.

Sincerely,

/s/ Grace C. Zuncic

Chief People and Culture

Officer Chobani LLC

EX-10.25

Exhibit 10.25

August 3, 2021

Jason Blaisure

Dear Jason,

Thank you for your continued commitment to Chobani, LLC (“Company” or “Chobani”). In recognition of your role at the Company, Chobani would like to provide you the following severance benefit subject to the terms herein:

1. Severance: If the Company terminates your employment without cause¹, then subject to the provisions of this letter, the Company will pay you nine months of your then base salary (less applicable deductions), which will be paid in equal amounts bi-weekly or weekly, in accordance with the Company’s then normal payroll cycle. The payments above are conditioned on you signing a general release of any and all claims against the Company in a form reasonably acceptable to the Company, your delivery of such release to the Company within 45 days after the date of your termination and your not revoking such release pursuant to any revocation rights afforded by applicable law, and are subject to the provisions of the Agreement of Confidentiality and Non-Competition previously signed by you with the Company; and, provided, further, any payments to be paid to you hereunder are subject to your continued compliance with the Agreement of Confidentiality and Non-Competition.

2. Employment At-Will. Please understand that this letter does not constitute a contract of employment for any specific period of time, and you maintain your employment at-will relationship that you have had since you joined Chobani. You may be terminated at any time by you or the Company, with or without Cause. The at-will nature of the employment relationship may not be modified or amended except by written agreement signed by the President and COO (or, an authorized designee) and you.

3. Entire Agreement. This letter (together with the Agreement of Confidentiality and Non-Competition) constitutes the entire agreement between you and the Company. It supersedes any prior agreements, or other promises or statements (whether oral or written) regarding the subject matter hereof. The Company will have the right to assign this letter in connection with the transfer or sale of all or substantially all of its assets or business, or in the event of its merger, consolidation, change-in-control or similar transaction.

4. IRC 409A. This letter is intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this letter, payments provided under this letter may only be made upon an event and in a manner that complies with

¹ For purposes of this letter, termination for “cause” (or words of similar import) means termination of your employment by the Company based upon the occurrence of one or more of the following: (i) your refusal or material failure to perform your job duties and responsibilities; (ii) your failure or refusal to comply in any material respect with the policies of the Company or lawful directives of the Chief Executive Officer and/or the Company’s manager (or comparable governing body); (iii) your material breach of any contract or agreement between you and the Company (including but not limited to this letter and the Agreement of Confidentiality and Non-Competition (or any other employment, severance, restrictive covenants or similar agreements between you and the Company)); (iv) your material breach of any statutory duty, fiduciary duty or any other obligation that you owe to the Company; (v) your commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets (including, without limitation, its products); (vi) your engaging in unprofessional, unethical or wrongful acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company, its property or assets (including, without limitation, its products); or (vii) your indictment, conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude.

Section 409A or an applicable exemption. Any payments under this letter that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this letter shall be treated as a separate payment. Any payments to be made under this letter upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this letter comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A. Notwithstanding any other provision of this letter, if any payment or benefit provided to you in connection with termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and you are determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of your termination date (the “Specified Employee Payment Date”) or, if earlier, on the date of your death. The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

5. Miscellaneous. This letter will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles. This letter may be signed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this letter. The signature of either you or I hereto transmitted electronically or by facsimile shall be deemed to be your or my original signature for all purposes.

Please indicate your acceptance of this letter by signing where indicated below and returning an executed copy of this letter to me at your earliest convenience.

Sincerely,

/s/ Peter McGuinness

Peter McGuinness

President and Chief Operating Officer

ACCEPTED AND AGREED AS OF AUGUST 5, 2021

/s/ Jason Blaisure

Jason Blaisure

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated July 6, 2021, with the respect to the consolidated financial statements of Chobani Global Holdings, LLC in Amendment No. 2 to the Registration Statement (Form S-1) and related Prospectus of Chobani Inc. for the registration of shares of Class A common stock.

/s/ Ernst & Young LLP

Buffalo, New York

September 29, 2021

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated August 16, 2021, in Amendment No. 2 to the Registration Statement (Form S-1) and related Prospectus of Chobani Inc. for the registration of shares of Class A common stock.

/s/ Ernst & Young LLP

Buffalo, New York

September 29, 2021

EX-99.1

Exhibit 99.1

Consent of Director Nominee of Chobani Inc.

I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Chobani Inc., a Delaware corporation, and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such Registration Statement and any amendments or supplements thereto.

/s/ Marla Beck

Name: Marla Beck

Date: August 24, 2021

EX-99.2

Exhibit 99.2

Consent of Director Nominee of Chobani Inc.

I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Chobani Inc., a Delaware corporation, and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such Registration Statement and any amendments or supplements thereto.

/s/ Shelley G. Broader

Name: Shelley G. Broader

Date: August 24, 2021

EX-99.3

Exhibit 99.3

Consent of Director Nominee of Chobani Inc.

I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Chobani Inc., a Delaware corporation, and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such Registration Statement and any amendments or supplements thereto.

/s/ Christiane Pendarvis

Name: Christiane Pendarvis

Date: August 26, 2021

EX-99.4

Exhibit 99.4

Consent of Director Nominee of Chobani Inc.

I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Chobani Inc., a Delaware corporation, and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such Registration Statement and any amendments or supplements thereto.

/s/ John F. Prato

Name: John F. Prato

Date: August 25, 2021

EX-99.5

Exhibit 99.5

Consent of Director Nominee of Chobani Inc.

I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Chobani Inc., a Delaware corporation, and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such Registration Statement and any amendments or supplements thereto.

/s/ Claudia Romo Edelman

Name: Claudia Romo Edelman

Date: August 25, 2021

EX-99.6

Exhibit 99.6

Consent of Director Nominee of Chobani Inc.

I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of Chobani Inc., a Delaware corporation, and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such Registration Statement and any amendments or supplements thereto.

/s/ Jim Walker

Name: Jim Walker

Date: August 25, 2021