Exhibit 10.1

RATIFICATION AND AMENDMENT AGREEMENT

This RATIFICATION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of February 5, 2018, is by and among CENVEO CORPORATION, a Delaware corporation, as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Borrower”), each of the other LOAN PARTIES party hereto, each as a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, BANK OF AMERICA, N.A., as administrative agent (in such capacity, “Administrative Agent”) and each of the LENDERS party hereto.

W I T N E S S E T H:

WHEREAS, Borrower, the other Loan Parties, Administrative Agent and the Lenders entered into the Credit Agreement, dated as of April 16, 2013, as amended by Amendment No. 1 to the Credit Agreement, dated as of December 11, 2013, Amendment No. 2 to the Credit Agreement, dated as of June 10, 2014, Amendment No. 3 to the Credit Agreement, dated as of January 30, 2015, Amendment No. 4 to the Credit Agreement, dated as of June 10, 2016 and Amendment No. 5 to the Credit Agreement, dated as of April 27, 2017 (as so amended and otherwise in effect immediately prior to the Ratification Effective Date, the “Existing Credit Agreement”; and as amended by this Agreement on the Ratification Effective Date and as otherwise amended and in effect after the Ratification Effective Date, the “Credit Agreement”).

WHEREAS, Borrower and each Guarantor (collectively, the “Debtors”) has commenced a case under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York, and each Debtor has retained possession of its assets and is authorized under the Bankruptcy Code to continue the operation of its businesses as a debtor-in-possession;

WHEREAS, prior to the commencement of the Chapter 11 Cases (as defined below), Lenders made loans and advances and provided other financial accommodations to Borrower secured by substantially all assets and properties of Borrower and Guarantors as set forth in the Loan Documents (as defined in the Existing Credit Agreement, the “Existing Loan Documents”);

WHEREAS, Borrower and Guarantors have requested that Administrative Agent and Lenders make post-petition loans and advances and provide other financial accommodations to Borrower secured by substantially all the assets and properties of Borrower and Guarantors as set forth in the Financing Orders (as defined below) and the Loan Documents and make certain amendments to the Existing Credit Agreement, and Administrative Agent and Lenders are willing to do so, subject to (a) entry by the Bankruptcy Court (as defined below) of an Interim Financing Order (as defined below) and (b) the other terms and conditions contained herein; and

WHEREAS, Borrower and Guarantors desire to reaffirm their obligations to Administrative Agent and Lenders pursuant to the Existing Loan Documents and acknowledge their continuing liabilities to Administrative Agent and Lenders thereunder in order to induce Administrative Agent and Lenders to make such post-petition loans and advances, and provide such other financial accommodations, to Borrower;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Administrative Agent, Lenders, Borrower and Guarantors mutually covenant, warrant and agree as follows:

1. Definitions and Interpretation.

1.1 Definitions. For purposes of this Agreement, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Existing Credit Agreement, as amended by this Agreement.

1.2 Additional Definitions. In addition, the following terms, as used in this Agreement, shall have the following meanings:

“Approved Budget” means the Initial Budget, at all times until updated pursuant to Section 5.3(b) by an Updated Budget during the continuance of the Chapter 11 Cases.

“Avoidance Action” means any of the actions described in clause (g) of the definition of “Post-Petition Collateral”.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of New York.

“Budget Delivery Date” has the meaning set forth in Section 5.3(b).

“Carve-Out” has the meaning set forth in the Financing Orders.

“Carve-Out Reserve” has the meaning set forth in the Financing Orders.

“Chapter 11 Cases” means the Chapter 11 cases of the Debtors, which are being jointly administered under the Bankruptcy Code and are pending in the Bankruptcy Court.

“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of Administrative Agent for the benefit of the Secured Parties (including both the Pre-Petition Collateral and the Post-Petition Collateral).

“Cumulative Net Operating Cash Flow” means, on any date of determination, the amount equal to (a) Total Cash Receipts minus (b) Total Operating Disbursements, measured in each case, on a cumulative basis, for the period commencing on the Ratification Effective Date through and including the last day of the then most recently ended Testing Period.

“DIP ABL Facility” means the financing arrangements and other transactions evidenced by the Credit Agreement and the other Loan Documents.

“DIP Superpriority Claims” has the meaning as defined in the Financing Orders in effect on the date of determination.

“Final Financing Order” means an order of the Bankruptcy Court entered in the Chapter 11 Cases authorizing the Credit Agreement after a final hearing of the Bankruptcy Court, in form and substance satisfactory to Administrative Agent and the Required Lenders, and from which no appeal or motion to reconsider has been filed, together with all extension, modifications, and amendments thereto consented to by Administrative Agent, which, among other matters but not by way of limitation, authorizing, on a final basis, Borrower to execute and perform under the terms of Existing Credit Agreement and the other Existing Loan Documents, in each case, as ratified and amended by the terms and conditions of this Agreement, granting to Administrative Agent and Lenders the senior security interests and liens described

therein and super-priority administrative expense claims described therein, and modifying the automatic stay and other provisions reasonably required by Administrative Agent and the Required Lenders. The Final Financing Order shall be substantially in the form of the Interim Financing Order, with only such changes as may be satisfactory in form and substance to the Administrative Agent and the Required Lenders.

“Financing Order” means the Interim Financing Order, the Final Financing Order and such other orders relating thereto or authorizing the granting of credit by Administrative Agent and Lenders to Borrower on an emergency, interim or permanent basis pursuant to Section 364 of the Bankruptcy Code as may be issued or entered by the Bankruptcy Court in the Chapter 11 Cases.

“Initial 9-Month Budget” means the budget attached as Exhibit C hereto

“Initial Budget” has the meaning set forth in Section 5.3(a).

“Interim Financing Order” means an order of the Bankruptcy Court entered in the Chapter 11 Cases after an interim hearing, in form and substance reasonably satisfactory to Administrative Agent and the Required Lenders, together with all extension, modifications, and amendments thereto consented to by Administrative Agent and the Required Lenders, which, among other matters but not by way of limitation, authorizing, on an interim basis, Borrower to execute and perform under the terms of Existing Credit Agreement and the other Existing Loan Documents, in each case, as ratified and amended by the terms and conditions of this Agreement.

“Milestones” means each of the covenants set forth in Section 5.6.

“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, 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 and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) Secured Bank Product Obligations, excluding, with respect to any Guarantor at any time, Excluded Swap Obligations (and including the Pre-Petition Obligations and the Post-Petition Obligations).

“Permitted Variance” means for any Testing Period set forth in the Approved Budget, (a) the Total Cash Receipts shall not be less than 80% of the budgeted amount as set forth in the Approved Budget with respect to the one calendar week period ending February 9, 2018, 85% of the budgeted amount as set forth in the Approved Budget with respect to the two (2) calendar week period ending February 16, 2018 and 90% of the budgeted amount as set forth in the Approved Budget with respect to each Testing Period thereafter, and (b) the Total Operating Disbursements shall not exceed 120% of the budgeted amount as set forth in the Approved Budget with respect to the one calendar week period ending February 9, 2018, 115% of the budgeted amount as set forth in the Approved Budget with respect to the two (2) calendar week period ending February 16, 2018 and 110% of the budgeted amount as set forth in the Approved Budget with respect to each Testing Period thereafter (without giving effect to the making of Revolving Loans or DIP Term Loans or the repayments or prepayments of Revolving Loans or DIP Term Loans).

“Petition Date” means the date of the commencement of the Chapter 11 Cases.

“Post-Petition Collateral” means, collectively, all now existing and hereafter acquired real and personal property of each Debtor’s estate, wherever located, of any kind, nature or description, including any such property in which a lien is granted to Agent and Lenders pursuant to the Loan Documents or the Financing Orders, and shall include, without limitation:

(a) all of the Pre-Petition Collateral;

(b) all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, general intangibles, instruments, inventory, investment property and any supporting obligations related to any of the foregoing;

(c) the commercial tort claims described on Schedule 2 to the Security Agreement and on any Security Agreement Supplement thereto received by Administrative Agent pursuant to the Security Agreement;

(d) all books and records pertaining to the Collateral;

(e) all property of such Debtor held by any Secured Party, including all property of every description, in the custody of or in transit to such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Debtor or as to which such Debtor may have any right or power, including but not limited to cash;

(f) all other goods (including but not limited to fixtures) and personal property of such Debtor, whether tangible or intangible and wherever located;

(g) all proceeds recovered by or on behalf of each Borrower and Guarantor or any trustee of such Borrower or Guarantor (whether in the Chapter 11 Cases or any subsequent case to which any of the Chapter 11 Cases is converted) as a result of transfers or obligations avoided or actions maintained or taken pursuant to Sections 542, 545, 547, 548, 549, 550, 551, 552 and 553 of the Bankruptcy Code, subject to the entry of the Final Financing Order;

(h) all assets of such Debtor not otherwise subject to a valid and enforceable Lien in favor of Administrative Agent on the Petition Date, subject to the entry of the Interim Financing Order; and

(i) to the extent not otherwise included, all proceeds of the foregoing;

provided, that “Post-Petition Collateral” shall not include any Excluded Property (as defined in the Security Agreement) or Equity Interests that do not constitute Pledged Equity.

“Post-Petition Obligations” means all Obligations arising on and after the Petition Date and whether arising on or after the conversion or dismissal of the Chapter 11 Cases, or before, during and after the confirmation of any plan of reorganization in the Chapter 11 Cases, and whether arising under or related to this Agreement, the Credit Agreement, the other Loan Documents, a Financing Order, by operation of law or otherwise, and whether incurred by such Borrower or Guarantor as principal, surety, endorser, guarantor or otherwise and including, without limitation, all principal, interest, financing charges, letter of credit fees, unused line fees, servicing fees, line increase fees, debtor-in-possession facility fees, early termination fees, other fees, commissions, costs, expenses and attorneys’, accountants’ and consultants’ fees and expenses incurred in connection with any of the foregoing, and for the avoidance of doubt excluding any Excluded Swap Obligations.

“Pre-Petition Collateral” means, collectively, (a) all “Collateral” as such term is defined in the Existing Credit Agreement as in effect immediately prior to the Petition Date, (b) all “Collateral” and “Pledged Collateral” as such terms are defined in each of the other Existing Loan Documents as in effect immediately prior to the Petition Date, and (c) all other security for the Pre-Petition Obligations as provided in the Existing Credit Agreement and the other Existing Loan Documents immediately prior to the Petition Date.

“Pre-Petition Obligations” means all Obligations arising at any time before the Petition Date.

“Ratification Effective Date” means February 5, 2018.

“Testing Period” means (a) the one (1) calendar week period ending February 9, 2018, (b) the two (2) calendar week period ending February 16, 2018, (c) the three (3) calendar week period ending February 23, 2018, and (d) thereafter, each rolling four (4) calendar week period ending one (1) week after the end of the preceding Testing Period.

“Total Cash Receipts” means the “total cash receipts” detailed in the Approved Budget.

“Total Operating Disbursements” means the aggregate amount of “total operating cash disbursements” as detailed in the Approved Budget. For the avoidance of doubt, Total Operating Disbursements shall include disbursements related to plant and facility closures and consolidations, and shall exclude each of the following: professional fees (including professional fees of the Borrower and its Subsidiaries), expenses, costs and disbursements (including legal fees, expenses, costs and disbursements) of the Loan Parties, any official committee appointed in the Chapter 11 Cases, or any creditor of the Loan Parties in the Chapter 11 Cases or otherwise, interest and financing fees, and the transition services agreement related to the purchase of the Borrower’s Quality Park assets by LSC Communications.

“Updated Budget” has the meaning set forth in Section 5.3(b).

“Variance” means a difference in the amount contained in the Approved Budget with respect to projected Total Cash Receipts and projected Total Operating Disbursements for any Testing Period, in each case compared to the actual Total Cash Receipts and actual Total Operating Disbursements, respectively, for such Testing Period.

“Variance Report” has the meaning set forth in Section 5.3(c).

“Variance Reporting Delivery Date” has the meaning set forth in Section 5.3(c).

1.3 Interpretation.

(a) All references to the terms “Borrower”, “Guarantors” or “Debtors” in any of the Existing Loan Documents shall be deemed and each such reference is hereby amended to mean and include (as applicable) the Debtors, each as defined herein, and their successors and assigns (including any trustee or other fiduciary hereafter appointed as any Debtor’s legal representative, as applicable, or with respect to any Debtor the property of the estate of such Debtor whether under Chapter 11 of the Bankruptcy Code or any subsequent Chapter 7 case or cases and its successor upon conclusion of the Chapter 11 Case of such Debtor, as the case may be).

(b) All terms not expressly defined herein which are defined in the Uniform Commercial Code, as in effect in the State of New York as of the date hereof, shall have the meaning set forth therein, except that the term “Lien” or “lien” shall have the meaning set forth in Section 101(37) of the Bankruptcy Code.

(c) All limits and sublimits set forth in this Agreement and the Credit Agreement, and any formula or other provision to which a limit or sublimit may apply, shall be determined on an aggregate basis considering together both the Pre-Petition Obligations and the Post-Petition Obligations.

2. Amendments. Effective as of the Ratification Effective Date, the Existing Credit Agreement is hereby amended in its entirety to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: double underlined text) as set forth in Exhibit A hereto. All schedules and exhibits to the Credit Agreement, as in effect immediately prior to the date of this Agreement, shall constitute schedules and exhibits to the Credit Agreement, except that each of the Schedules to the Credit Agreement is hereby each replaced in its entirety with the corresponding Schedule attached to Exhibit A hereto. By executing this Agreement, Borrower, Guarantors and Lenders hereby each consents and agrees to the other amendments and modifications to the Credit Agreement contained in Exhibit A.

3. Acknowledgment.

3.1 Pre-Petition Obligations. Borrower and each Guarantor hereby acknowledges, confirms and agrees that, as of January 31, 2018, Borrower is indebted to Administrative Agent and Lenders in respect of all Pre-Petition Obligations in the aggregate principal amount of not less than $142,183,541.19, consisting of (a) Revolving Loans to Borrower made pursuant to the Existing Loan Documents in the aggregate principal amount of not less than $125,617,955.47, together with interest accrued and accruing thereon, and (b) Letter of Credit Obligations in the amount of $16,565,585.72, together with interest accrued and accruing thereon, and all costs, expenses, fees (including attorneys’ fees and legal expenses) accrued and owing by Borrower pursuant to the terms of the Existing Loan Documents, all of which are unconditionally owing by Borrower to Administrative Agent and Lenders, without offset, defense or counterclaim of any kind, nature and description whatsoever.

3.2 Guaranteed Obligations. Each Guarantor hereby acknowledges, confirms and agrees that:

(a) all obligations of such Guarantor under the Existing Loan Documents are unconditionally owing by such Guarantor to Administrative Agent and Lenders without offset, defense or counterclaim of any kind, nature and description whatsoever, and

(b) the absolute and unconditional guarantee of the payment of the Pre-Petition Obligations by such Guarantor pursuant to the Existing Loan Documents includes, in addition and not in limitation, all Post-Petition Obligations.

3.3 Acknowledgment of Security Interests. Borrower and each Guarantor hereby acknowledges, confirms and agrees that upon entry of, and subject to, an Interim Financing Order (and when applicable, the Final Financing Order), and subject to the Carve-Out in all respects, Administrative Agent, for the benefit of itself and the other Secured Parties, (a) has and shall continue to have valid, enforceable and perfected first priority and senior security interests in and Liens (subject as to priority to those Permitted Liens that have priority by operation of law and with respect to the claims of Lenders subject to the Carve-Out) upon all Collateral that is Revolver Priority Collateral heretofore granted to Administrative Agent and Lenders pursuant to the Existing Loan Documents as in effect immediately prior to the Petition Date to secure all of the Obligations, (b) has and shall continue to have valid, enforceable and perfected junior priority and subordinate security interests in and Liens, (i) subject as to priority as to those Permitted Liens that have priority by operation of law, (ii) subject to the Carve-Out and (iii) subject to the senior security interests and Liens in favor of the Fixed Asset Facility Collateral Agent upon all Collateral that is Fixed Asset Facility Collateral, and (c) shall have valid and enforceable

security interests in and Liens upon all Collateral granted to Administrative Agent, for the benefit of itself and the other Lenders, under the Financing Orders or hereunder or under any of the other Loan Documents or otherwise granted to or held by Administrative Agent and Lenders having the priorities set forth in the Loan Documents and the Financing Orders, as the case may be, and (i) subject as to priority as to those Permitted Liens that have priority by operation of law, (ii) subject to the Carve-Out, (iii) subject to the senior security interests and Liens in favor of the Senior Secured Notes Trustee upon all Collateral that is Fixed Asset Facility Collateral, and (iv) any other Liens expressly permitted by the Financing Orders that under the terms thereof have priority over the security interests and Liens in favor of the Secured Parties. The Secured Parties acknowledge and agree that notwithstanding anything to the contrary in this Agreement, the Credit Agreement or the other Loan Documents, but subject in all respects to the terms and conditions of the Financing Orders, the Carve-Out shall be prior to the claims in the Chapter 11 Cases of the Secured Parties with respect to the Collateral, and to the extent provided in the Financing Orders, the Carve-Out shall not constitute a breach of any representation, warranty or covenant in the Credit Agreement or the other Loan Documents or give rise to an Event of Default thereunder.

3.4 Binding Effect of Documents. Subject to the entry of the Interim Financing Order (and when applicable, the Final Financing Order) and the terms thereof, Borrower and each Guarantor hereby acknowledges, confirms and agrees that: (a) each of the Existing Loan Documents to which it is a party was duly executed and delivered to Administrative Agent and Lenders by such Borrower or Guarantor and each is in full force and effect as of the date hereof, (b) the agreements and obligations of such Borrower or Guarantor contained in the Existing Loan Documents constitute the legal, valid and binding obligations of such Borrower or Guarantor enforceable against it in accordance with the terms thereof, and such Borrower or Guarantor has no valid defense, offset or counterclaim to the enforcement of such obligations, and (c) the Secured Parties are and shall be entitled to all of the rights, remedies and benefits provided for in (i) subject to the entry and terms of the Financing Orders, the Loan Documents, and (ii) the Financing Orders.

3.5 Adoption and Ratification for DIP ABL Facility. Borrower and each Guarantor hereby (a) ratifies, restates, assumes, adopts, affirms and confirms all of the terms and conditions of the Existing Loan Documents, as amended and supplemented pursuant hereto and the Financing Orders, and Borrower and each Guarantor agrees to be fully bound, as Debtor and Debtor-in-Possession, by the terms of the Loan Documents to which such Borrower or Guarantor is a party and (b) agrees to pay all of the Pre-Petition Obligations in accordance with the terms of such Existing Loan Documents, as amended by this Agreement, and in accordance with the Financing Orders. All of the Existing Loan Documents are hereby incorporated herein by reference and hereby are and shall be deemed adopted and assumed in full by Borrower and Guarantors, each as Debtor and Debtor-in-Possession, and considered as agreements between Borrower or such Guarantors, on the one hand, and Administrative Agent and Lenders, on the other hand.

4. Grant of Security Interest for DIP ABL Facility. As collateral security for the prompt performance, observance and payment in full of all of the Obligations (including the Pre-Petition Obligations and the Post-Petition Obligations), Borrower and each Guarantor, each as debtor and debtor-in-possession, hereby grants, pledges and assigns to Administrative Agent, for the benefit of itself and the other Secured Parties, and also confirms, reaffirms and restates the prior grant to Administrative Agent and the other Secured Parties of, continuing security interests in and liens upon, and rights of setoff against, all of the Collateral.

5. Additional Representations, Warranties and Covenants for DIP ABL Facility. In addition to the continuing representations, warranties and covenants heretofore and hereafter made by Borrower and Guarantors to Administrative Agent and Lenders, whether pursuant to the Loan Documents or otherwise, and not in limitation thereof, pursuant to the DIP ABL Facility, effective upon the satisfaction of the

conditions set forth in Section 7 for the effectiveness of the DIP ABL Facility, Borrower and each Guarantor hereby represents, warrants and covenants to Administrative Agent and Lenders the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, or compliance with, to the extent such compliance does not violate the terms and provisions of the Bankruptcy Code, shall be a continuing condition of the making of Revolving Loans by Administrative Agent and Lenders:

5.1 Financing Order. The Interim Financing Order (and, following the expiration of the Interim Financing Period defined therein, the Final Financing Order) has been duly entered and (a) has not been vacated, reversed on appeal, or stayed, or modified or amended (other than, in the case of a modification or amendment, as consented to by Administrative Agent), and (b) is not subject to any pending appeal or motion for leave to appeal or other proceeding to set aside any such order or other challenge to the relief provided for in such order, except in each case as consented to by Administrative Agent.

5.2 Use of Proceeds. All Revolving Loans and Letters of Credit provided by Administrative Agent or any Lender to Borrower under the DIP ABL Facility pursuant to the Financing Orders, the Credit Agreement or otherwise, shall be used by Borrower to repay the Obligations under the Existing Credit Agreement in accordance with the Financing Orders, and for working capital and general corporate purposes of Borrower, including: (i) to pay obligations arising from or related to the Carve-Out, (ii) to pay professional fees in connection with the Chapter 11 Cases, (iii) to make adequate protection payments, (iv) to pay fees and expenses incurred in connection with the transactions contemplated by this Agreement and (v) any other allowed administrative expenses incurred during the Chapter 11 Cases, all substantially consistent with the Budget pursuant to Section 5.3 of this Agreement; provided, that, in no event shall the use of such proceeds result in variances from the Budget that would be an Event of Default. Notwithstanding the foregoing, proceeds of the DIP ABL Facility shall not be used by Borrower or Guarantors to affirmatively commence or support, or to pay any professional fees incurred in connection with, any adversary proceeding, motion or other action that seeks to challenge, contest or otherwise seek to impair or object to the validity, extent, enforceability or priority of any liens or other rights under the Existing Credit Agreement or the Credit Agreement as amended by this Agreement. Notwithstanding anything to the contrary herein, the Carve-Out shall be senior to all Liens and claims (including administrative and superpriority claims) securing the Obligations, the Loan Parties’ pre-petition obligations, adequate protection Liens, and all other Liens or claims (including administrative claims and DIP Superpriority Claims), including all other forms of adequate protection, Liens, or claims (including administrative claims and DIP Superpriority Claims) securing the Obligations and pre-petition obligations granted or recognized as valid, including the Liens, security interests, and claims (including administrative claims and DIP Superpriority Claims) granted to the Administrative Agent and the other Secured Parties.

5.3 Budget.

(a) Initial Budget. The Borrower has prepared and delivered to the Administrative Agent and the Lenders an initial budget, attached as Exhibit B hereto, which reflects the Loan Parties’ anticipated cash receipts and anticipated disbursements for each calendar week during the period from the Petition Date through and including the end of the thirteenth (13th) calendar week following the Petition Date (the “Initial Budget”). The Initial Budget (and each subsequent Approved Budget hereunder) shall be deemed the “Approved Budget” for all purposes hereof until superseded by another Approved Budget pursuant to the provisions set forth herein.

(b) Updated Budget. Not later than 5:00 p.m. New York City time on February 23, 2018 and every fourth Friday thereafter (or as more frequently requested by the Administrative Agent) (each, a “Budget Delivery Date”), the Loan Parties shall deliver (email shall suffice) to the Administrative Agent

and the Lenders a supplement to the Approved Budget covering the subsequent 13-week period, consistent with the form and level of detail set forth in the Initial Budget and otherwise in form and substance satisfactory to the Administrative Agent in all material respects (each such supplement, solely to the extent approved by the Administrative Agent and the Required Lenders, an “Updated Budget”) reflecting the Loan Parties’ anticipated cash receipts and anticipated disbursements for each calendar week during the thirteen (13) calendar week period beginning on the Saturday following the applicable Budget Delivery Date, together with a report setting forth the amount by which any line item has changed since the prior Approved Budget. Upon (and subject to) the approval of any such Updated Budget by the Administrative Agent, such Updated Budget shall constitute the then-Approved Budget for purposes hereof; provided, however, that in the event the Administrative Agent provides written notice to the Loan Parties (including, by email) that the proposed Updated Budget is not acceptable, and the Administrative Agent and the Loan Parties are unable to reach agreement regarding such Updated Budget, then the Approved Budget most recently in effect shall remain the Approved Budget.

(c) Variance and Net Operating Cash Flow Reporting. Beginning on February 16, 2018 and every Friday thereafter (each, a “Variance Reporting Delivery Date”), the Loan Parties shall deliver to the Administrative Agent and the Lenders (email shall suffice) a report, in form and substance satisfactory to the Administrative Agent in all material respects (each a “Variance Report”), setting forth (i) actual results for the following items identified in the Approved Budget: (A) Total Cash Receipts, (B) Total Operating Disbursements, (C) “total financing cash receipts/disbursements”, (D) “total QP disbursements / adjustments”, (E) “total other disbursements / adjustments”, and (F) “liquidity” of the Loan Parties for the previous calendar week ended on the immediately preceding Friday, and setting forth all the variances, on a line item and aggregate basis, as compared to the corresponding amounts set forth in the then-current Approved Budget for such week/period, in each case, on a cumulative basis from the beginning of the period covered by the then-current Approved Budget, together with an explanation of (1) in reasonable detail, all material variances from the then current Approved Budget for such period and (2) in the case of a Variance Report immediately following the end of any Testing Period other than a Permitted Variance, the Loan Parties’ compliance with the Permitted Variances for such Testing Period or identifying and explaining in reasonable detail any non-compliance by the Loan Parties with the Permitted Variances for such Testing Period, and (ii) the variance, if any, in the amount contained in the Initial 9-Month Budget with respect to projected Cumulative Net Operating Cash Flow compared to the actual Cumulative Net Operating Cash Flow as of the end of the last day covered by the Variance Report. Variances other than any Permitted Variance, if any, from the applicable Approved Budget, and any proposed changes to the applicable Approved Budget, shall be subject to the prior written consent of the Administrative Agent and the Required Lenders.

(d) Each Loan Party hereby confirms, acknowledges and agrees that, unless waived in writing by Administrative Agent and the Required Lenders (or the Administrative Agent at the direction of the Required Lenders), each of the following events shall constitute an Event of Default under the Credit Agreement and the other Loan Documents: (i) any Variance occurs other than a Permitted Variance, (ii) at any time the variance between actual Cumulative Net Operating Cash Flow and projected Cumulative Net Operating Cash Flow as set forth in the Initial 9-Month Budget exceeds $20,000,000 (adverse to the Borrower), (iii) the failure to deliver any Approved Budget or Variance Report as required by this Section 5.3, and (iv) the failure to comply with any of the Milestones, except to the extent such Milestone is extended to a later date with the prior consent of the Administrative Agent and Required Lenders. Notwithstanding any approval by Administrative Agent or any Lender of any Approved Budget, the Lenders shall only provide Revolving Loans and Letters of Credit in accordance with the terms and conditions set forth in the Existing Credit Agreement as amended by this Agreement, the other Loan Documents and the Financing Order. Administrative Agent and Lenders are relying upon Borrower’s delivery of, and compliance with, each Budget in accordance with this Section 5.3 in determining to enter into the post-petition financing arrangements provided for herein.

(e) Notwithstanding any projected amounts set forth in the Budget relating to the costs and expenses of Administrative Agent and the other Secured Parties that are reimbursable by Borrower or any other amounts owing by Borrower to Administrative Agent and the other Secured Parties (including, without limitation, reasonable attorneys and consulting fees and expenses) in accordance with the Credit Agreement and the other Loan Documents, such projections shall not limit, impair, modify or waive the Loan Parties’ obligation to pay the actual amounts due to Administrative Agent and/or the other Secured Parties in respect of such costs, expenses and other amounts owing to Administrative Agent and the other Secured Parties, in each case, in accordance with the Credit Agreement and the other Loan Documents.

5.4 Ratification of Deposit Account Control Agreement. To the extent Administrative Agent deems it necessary in its reasonable discretion and upon Administrative Agent’s request, Borrower and Guarantors shall use reasonable best efforts to promptly provide Administrative Agent with evidence, in form and substance satisfactory to Administrative Agent, that the Deposit Account Control Agreement (as defined in the Financing Order) and other deposit account arrangements provided for under Section 6.20(c) of the Credit Agreement with banks other than Administrative Agent or an affiliate of Administrative Agent have been ratified and amended by the parties thereto, or their respective successors in interest to reflect the commencement of the Chapter 11 Cases, and including, without limitation, that any reference to a Borrower and Guarantor therein is to such Borrower or Guarantor as a debtor and debtor-in-possession under the Chapter 11 Cases and is in all respects the successor in interest to such Borrower or Guarantor and any references to the Obligations therein include both the Pre-Petition Obligations and the Post-Petition Obligations and any references to the Collateral therein includes both the Pre-Petition Collateral and the Post-Petition Collateral.

5.5 Waiver of Certain Rights. For purposes of the DIP ABL Facility, each Loan Party hereby agrees that it shall not, and hereby waives any right that it may have to, seek authority (a) to use cash collateral of Administrative Agent and Lenders under Section 363 of the Bankruptcy Code, except to the extent provided in any Financing Order, without the prior written consent of Administrative Agent, (b) to obtain post-petition loans or other financial accommodations, other than from Administrative Agent and Lenders not otherwise permitted by the Credit Agreement, as amended by this Agreement, pursuant to Sections 364(c) or (d) of the Bankruptcy Code without the prior written consent of Administrative Agent, (c) to challenge, contest or otherwise seek to impair or object to the validity, extent, enforceability or priority of Administrative Agent’s post-petition liens and claims, (d) to challenge the application of any payments or collections received by Administrative Agent or Lenders to the obligations of the Loan Parties as provided for herein, (e) to propose or support a plan of reorganization in the Chapter 11 Cases that does not provide for (or does not provide each Lender at its election to receive) the indefeasible payment in full in cash and satisfaction of all obligations on the effective date of such plan, (f) to surcharge the Collateral pursuant to Section 506(c) of the Bankruptcy Code, or (g) to seek relief under the Bankruptcy Code, including, without limitation, under Section 105 of the Bankruptcy Code, to the extent any such relief would in any way restrict or impair the rights and remedies of Administrative Agent or any Lender as provided herein, in the Loan Documents or the Financing Orders.

5.6 Additional Covenants; Milestones.

(a) Borrowers and Guarantors shall diligently pursue confirmation of a plan of reorganization and shall:

(i) file a plan of reorganization that provides for the indefeasible payment in full in cash of the Obligations on terms and conditions acceptable to the Administrative Agent and the Lenders and related disclosure statement with the Bankruptcy Court on or before April 2, 2018;

(ii) commence a hearing to confirm the Plan of Reorganization (“Plan”), which shall be in form and substance satisfactory to the Administrative Agent and Lenders, no later than July 2, 2018;

(iii) cause the “effective date” of the Plan to occur no later than July 20, 2018; and

(iv) the Administrative Agent may agree to extend any of the dates set forth above by up to sixty (60) days, with the approval of Required Lenders.

(b) Borrowers and Guarantors shall cause all proposed “First Day” and “Second Day” orders and all other orders establishing procedures for administration of the Chapter 11 Cases (including, without limitation, any orders authorizing KEIP/KERP) or approving significant transactions submitted to the Bankruptcy Court to be in accordance with and permitted by the terms of this Agreement and reasonably acceptable to the Administrative Agent in all respects, it being understood and agreed that the forms of orders approved by the Administrative Agent prior to the Petition Date are in accordance with and permitted by the terms of this Agreement in all respects, and Borrowers and Guarantors shall provide the Administrative Agent with not less than two (2) Business Days’ notice (or such lesser time as may be acceptable to the Administrative Agent) and the opportunity to review and reasonably comment on the form of order.

(c) Within one (1) Business Day after the Final Financing Order, Borrower shall have received not less than $50,000,000 (net of fees and expenses set forth in the Approved Budget) in proceeds of loans under the DIP Term Credit Agreement (which, for the avoidance of doubt, shall be in addition to the amount set forth in Section 6.8), and the aggregate amount of such net proceeds shall be paid to the Administrative Agent on such date to repay the Revolving Loans under the Credit Agreement.

5.7 Letters of Credit. All Letters of Credit on account of Borrower or Guarantors issued and outstanding immediately prior to the Ratification Effective Date shall be deemed to be Letters of Credit under the Credit Agreement (as amended on the Ratification Effective Date) for all purposes of the Credit Agreement and the other Loan Documents.

6. Conditions Precedent to Ratification Effective Date. The effectiveness of the amendments, representations and warranties, covenants, defaults and all other agreements and obligations contained in this Agreement is subject to the satisfaction or waiver of each of the following conditions precedent:

6.1 The Loan Parties shall have commenced the Chapter 11 Cases in the Bankruptcy Court by no later than February 5, 2018 and the Loan Parties shall have complied in full with the notice and other requirements of the Bankruptcy Code in a manner acceptable to Administrative Agent and its counsel, with respect to the Interim Financing Order and Administrative Agent shall have received such evidence thereof as it shall reasonably require. No trustee, or other disinterested person with expanded powers pursuant to Section 1104(c) of the Bankruptcy Code, shall have been appointed or designated with respect to any Loan Party or their respective business, properties or assets and no motion shall be pending seeking any such relief. All of the “first day orders” and “second day orders” intended to be entered by the Bankruptcy Court at the time of the commencement of the Chapter 11 Cases and prior to the Interim Financing Order shall be in form and substance satisfactory to Administrative Agent, and Borrowers and Guarantors shall have provided to the Administrative Agent not less than two (2) Business Days’ notice (or such lesser time as may be acceptable to the Administrative Agent) to review and reasonably comment on the form of the order. A cash management order approving the cash management arrangements of Loan Parties consistent with the requirements under the DIP ABL Facility, and otherwise in form and substance reasonably satisfactory to Administrative Agent, the bank product providers under the Existing Credit Agreement and the DIP ABL Facility, shall have been entered and shall be in full force and effect,

and shall reflect that each Debtor, as debtor and debtor-in-possession, is the successor in interest to such Borrower or Guarantor, as the case may be, that the Obligations include both the Pre-Petition Obligations and the Post-Petition Obligations, and that the Collateral includes both the Pre-Petition Collateral and the Post-Petition Collateral as provided for in this Ratification Agreement.

6.2 The Interim Financing Order shall have been entered by the Bankruptcy Court authorizing the secured financing under the DIP ABL Facility on the terms and conditions contemplated by this Agreement and otherwise on terms acceptable to Administrative Agent and Lenders, and, inter alia, modifying the automatic stay, authorizing and granting the security interests and liens described above, and granting a super-priority administrative expense claim to Administrative Agent and Lenders with respect to all obligations to Administrative Agent and Lenders, subject to no priority claim or administrative expenses of the Chapter 11 Cases (but subject to the Carve-Out), and any future proceeding which may develop out of any such cases, including liquidation in bankruptcy, shall have been entered within five (5) Business Days after the commencement of the Chapter 11 Cases and be in full force and effect and not have been vacated, reversed, or stayed or modified or amended (except in the case of a modification or amendment as consented to by Administrative Agent) and not be subject to a stay pending appeal or motion for leave to appeal or other proceeding to set aside any such order or the challenge to the relief provided for in it, except as consented to by Administrative Agent.

6.3 Administrative Agent shall have received, each in form and substance reasonably satisfactory to Administrative Agent, of (i) the Initial Budget, (ii) the Initial 9-Month Budget, and (iii) projected monthly balance sheets, income statements, statements of cash flows and availability of the Loan Parties for the period through the end of the term of the DIP ABL Facility, in each case as to the projections, with the results and assumptions set forth in all of such projections in form and substance reasonably satisfactory to Administrative Agent, and an opening pro forma balance sheet for the Loan Parties in form and substance reasonably satisfactory to Administrative Agent.

6.4 There shall be no Default or Event of Default under the Existing Credit Agreement other than under Section 8.01(e) as to other Indebtedness as a result of the commencement of the Chapter 11 Cases, 8.01(f), and 8.01(g) of the Existing Credit Agreement in each case due to the commencement of the Chapter 11 Cases (it being agreed that the Loan Documents shall provide that all such Defaults and Events of Default are waived on and after the Ratification Effective Date and no default rate interest shall accrue with respect thereto).

6.5 Execution and delivery of all Loan Documents by the parties thereto. Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, shall hold perfected, first priority security interests in and liens upon the Revolver Priority Collateral and perfected, junior priority security interests in and liens upon the Fixed Asset Facility Collateral (subordinate only to the security interests and liens that secure the Dip Term Documents and the valid, non-avoidable prepetition perfected security interests and liens that secure the First Lien Notes), and in each case subject to the Carve-Out and other valid, non-avoidable prepetition perfected security interests and liens permitted under the Existing Credit Agreement that have priority by operation of law, and Administrative Agent shall have received such evidence of the foregoing as it reasonably requires.

6.6 Administrative Agent shall have received at least five (5) Business Days prior to the Ratification Effective Date all documentation and information as is reasonably requested by Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations in applicable jurisdictions, including, without limitation, the PATRIOT Act, in each case to the extent requested in writing at least seven (7) Business Days prior to the Ratification Effective Date, provided, that, the Loan Parties will use reasonable efforts to promptly provide any additional information requested thereafter. Administrative Agent and each Lender shall

have received, in form and substance satisfactory to Administrative Agent and each Lender, flood certificates and other insurance and related materials as to any real property subject to a mortgage or lien as is required in accordance with statutes and regulations applicable to such Lender and the applicable policies of such Lender.

6.7 The sum of the opening Availability plus the amount of Qualified Cash at closing after the application of proceeds of the initial Revolving Loans, if any, on such date and after provision for payment of all fees and expenses of the transaction paid or payable on or about the Ratification Effective Date, shall be not less than $30,000,000.

6.8 Upon confirmation of the Interim Financing Order, Administrative Agent shall have received evidence that Borrower has entered into the DIP Term Credit Agreement, which shall be on terms and conditions reasonably satisfactory to Administrative Agent and Lenders, and Borrower shall have received not less than $50,000,000 in proceeds of loans under the DIP Term Credit Agreement (net of fees and expenses as set forth in the Approved Budget), and the aggregate amount of such net proceeds shall be paid to the Administrative Agent on the Ratification Effective Date to repay the Revolving Loans under the Credit Agreement.

6.9 No material adverse change in the business, operations, profits, assets or financial condition of Borrower and Guarantors shall have occurred since December 31, 2016 (it being understood that the commencement of the Chapter 11 Cases, the events that customarily occur following the commencement of a proceeding under Chapter 11 of the Bankruptcy Code, any defaults under agreements that have no material effect on the debtors under the terms of the Bankruptcy Code as a result of the commencement of the Chapter 11 Cases, reduction in payment terms by suppliers, and reclamation claims shall not be deemed a material adverse change). No Default or Events of Default shall exist as of the Ratification Effective Date under any of the Loan Documents, as amended by this Agreement. Administrative Agent and Lenders shall have received the payment of all fees required to be paid on the Ratification Effective Date under the terms hereof or otherwise under the Loan Documents (including, without limitation, the Fee Letters). Administrative Agent and Lenders shall have received payment of all reasonable and documented out-of-pocket costs and expenses that have been invoiced prior to the Ratification Effective Date (including, without limitation, the reasonable and documented fees and expenses of counsel for Administrative Agent) incurred for the period through and including the Ratification Effective Date.

6.10 There shall be no material misstatements in (or omissions of material facts necessary in order to make the statements contained in this Agreement, taken as a whole, not materially misleading in light of the circumstances under which such statements are made) the materials previously furnished to Administrative Agent by the Loan Parties. Administrative Agent shall not have become aware of any material information or other matter that is inconsistent in a material and adverse manner with any previously provided due diligence, information or materials (including any financial information).

6.11 Administrative Agent and the Lenders shall have received, in form and substance reasonably satisfactory to Administrative Agent, a five-year exit plan of the Loan Parties.

7. Additional Conditions Precedent to the Revolving Loans Under the DIP ABL Facility. In addition to the satisfaction of the conditions precedent under Section 6 of this Agreement with respect to the effectiveness of the noted Sections of this Agreement and the making of the initial Revolving Loans under the DIP ABL Facility, and the satisfaction of the conditions precedent in Section 4.02 of the Credit Agreement with respect to all Loans and Letters of Credit available to Borrower (such conditions in Section 4.02, except as modified or made pursuant to this Agreement shall remain applicable to the Revolving Loans, Swingline Loans and Letters of Credit), the following are conditions to Administrative Agent’s and Lenders’ obligation to extend further Loans or Letters of Credit to Borrower pursuant to the Credit Agreement:

7.1 With respect to further Loans or Letters of Credit after expiration of the Interim Financing Order, on or before the expiration of the Interim Financing Order, the Bankruptcy Court shall have entered a Final Financing Order. Neither Administrative Agent nor any Lender shall provide any Revolving Loans, Swingline Loans or Letters of Credit other than those authorized under the Interim Financing Order unless, on or before the fortieth (40^th) day following the date of the commencement of the Chapter 11 Cases (or such later date as Administrative Agent and the Required Lenders may agree), the Final Financing Order shall have been entered, and shall not have been reversed, modified, amended, stayed or vacated (except in the case of any modification or amendment as consented to by Administrative Agent) and shall not be subject to a stay pending appeal, and there shall be no appeal or other contest with respect to any material matter in such order (except as Administrative Agent and the Required Lenders may otherwise agree based on its review of such appeal or other contest).

8. Release.

8.1 Release of Pre-Petition Claims.

(a) Upon the earlier of (i) the entry of the Final Financing Order or (ii) the entry of an Order extending the term of the Interim Financing Order beyond thirty (30) calendar days after the date of the Interim Financing Order, in consideration of the agreements of Administrative Agent and Lenders contained herein and the making of any Revolving Loans by Administrative Agent and Lenders, each Loan Party, pursuant to the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, on behalf of itself and its respective successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent, each Lender and their respective successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees and other representatives (Administrative Agent, each Lender and all such other parties being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever, except, for the avoidance of doubt, excluding any claims or causes of action for gross negligence or willful misconduct (individually, a “Pre-Petition Released Claim” and collectively, “Pre-Petition Released Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which any Borrower or Guarantor, or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any nature, cause or thing whatsoever which arises at any time on or prior to the day and date of this Agreement, including, without limitation, for or on account of, or in relation to, or in any way in connection with the Credit Agreement, as amended and supplemented through the date hereof, and the other Loan Documents.

(b) Upon the entry of the Final Financing Order, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives, as Debtors, but not on behalf of the bankruptcy estate of any of the Loan Parties, hereby absolutely, unconditionally and irrevocably, covenants and agrees with each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Pre-Petition Released Claim released, remised and discharged by Borrower and each Guarantor pursuant to this Section 8.1. If any Loan Party violates the foregoing covenant, the Loan Parties agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

8.2 Release of Post-Petition Claims. Upon (a) the receipt by Administrative Agent, on behalf of itself and the other Lenders, of payment in full of all Obligations (other than contingent and indemnification obligations for which no claim has been asserted) in cash or other immediately available funds, plus cash collateral or other collateral security acceptable to Administrative Agent to secure any Obligations that survive or continue beyond the termination of the Loan Documents, and (b) the termination of the Loan Documents (the “Payment Date”), in consideration of the agreements of Administrative Agent and Lenders contained herein and the making of any Revolving Loans by Administrative Agent and Lenders, each Loan Party hereby covenants and agrees to execute and deliver in favor of Administrative Agent and Lenders a valid and binding termination and release agreement, in form and substance reasonably satisfactory to Administrative Agent. If any Loan Party violates such covenant, the Loan Parties agree to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

8.3 Releases Generally.

(a) Each Loan Party understands, acknowledges and agrees that the releases set forth above in Sections 8.1 and 8.2 hereof may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such releases.

(b) Each Loan Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final and unconditional nature of the releases set forth in Section 8.1 hereof and, when made, Section 8.2 hereof.

9. Miscellaneous.

9.1 Amendments and Waivers. Neither this Agreement nor any other instrument or document referred to herein or therein may be changed, waived, discharged or terminated orally, but only by an instrument in writing executed in accordance with the requirements of Section 11.01 of the Existing Credit Agreement.

9.2 Further Assurances. Borrower and each Guarantor shall, at its expense, at any time or times duly execute and deliver, or shall use its commercially reasonable efforts to cause to be duly executed and delivered, such further agreements, instruments and documents, including, without limitation, additional security agreements, collateral assignments, UCC financing statements or amendments or continuations thereof, landlord’s or mortgagee’s waivers of liens and consents to the exercise by Administrative Agent and Lenders of all the rights and remedies hereunder, under any of the other Loan Documents, any Financing Order or applicable law with respect to the Collateral, and do or use its commercially reasonable efforts to cause to be done such further acts as may be reasonably necessary or proper in Administrative Agent’s reasonable opinion to evidence, perfect, maintain and enforce the security interests of Administrative Agent and Lenders, and the priority thereof, in the Collateral and to otherwise effectuate the provisions or purposes of this Agreement, any of the other Loan Documents or the Financing Order. Upon the request of Administrative Agent, at any time and from time to time, Borrower and each Guarantor shall, at its cost and expense, do, make, execute, deliver and record, register or file updates to the filings of Administrative Agent and Lenders with respect to the Intellectual Property with the United States Patent and Trademark Office, the financing statements, mortgages, deeds of trust, deeds to secure debt, and other instruments, acts, pledges, assignments and transfers (or use its best efforts to cause the same to be done) and will deliver to Administrative Agent and Lenders such instruments evidencing items of Collateral as may be available and reasonably requested by Administrative Agent.

9.3 Headings. The headings used herein are for convenience only and do not constitute matters to be considered in interpreting this Agreement.

9.4 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall together constitute one and the same agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. Delivery of an executed counterpart of this Agreement by telefacsimile or other means of electronic transmission shall have the same force and effect as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other means of electronic transmission also shall deliver an original executed counterpart of this Agreement, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement as to such party or any other party.

9.5 Additional Events of Default. The parties hereto acknowledge, confirm and agree that the failure of any Borrower or Guarantor to comply with any of the covenants, conditions and agreements by such Loan Party contained herein shall constitute an Event of Default under the Loan Documents.

9.6 Costs and Expenses. Subject to the terms of the Financing Orders, Borrower shall pay to Administrative Agent on demand all costs and expenses that Administrative Agent pays or incurs in connection with the negotiation, preparation, consummation, administration, enforcement, and termination of this Agreement and the other Loan Documents and the Financing Orders, including, without limitation: (a) reasonable attorneys’ and paralegals’ fees and disbursements of counsel to, and reasonable fees and expenses of consultants, accountants and other professionals retained by, Administrative Agent; (b) costs and expenses (including reasonable attorneys’ and paralegals’ fees and disbursements) for any amendment, supplement, waiver, consent, or subsequent closing in connection with this Agreement, the other Loan Documents, the Financing Orders and the transactions contemplated thereby; (c) taxes, fees and other charges for recording any agreements or documents with any governmental authority, and the filing of UCC financing statements and continuations, and other actions to perfect, protect, and continue the security interests and liens of Administrative Agent and Lenders in the Collateral; (d) sums paid or incurred to pay any amount or take any action required of Borrower and Guarantors under the Loan Documents or the Financing Orders that Borrower and Guarantors fail to pay or take; (e) costs of appraisals, inspections and verifications of the Collateral and including travel, lodging, and meals for inspections of the Collateral and the Debtors’ operations by Administrative Agent or its agent and to attend court hearings or otherwise in connection with the Chapter 11 Cases; (f) costs and expenses of preserving and protecting the Collateral; (g) all out-of-pocket expenses and costs heretofore and from time to time hereafter incurred by Administrative Agent during the course of periodic field examinations of the Collateral and Debtors’ operations, plus a fee of $1,050 per day, per auditor, plus reasonable out-of-pocket expenses for each field examination of the Loan Parties performed by personnel employed by Administrative Agent; (h) if implemented, a fee of $1,050 per day, per applicable individual, plus reasonable out-of-pocket expenses for the establishment of electronic collateral reporting; (i) in accordance with the terms of this Agreement, the actual charges paid or incurred by Administrative Agent if it elects to employ the services of one or more third persons as a consultant or financial advisor during the Chapter 11 Cases; (j) the actual charges paid or incurred by Administrative Agent if it elects to employ the services of one or more third-persons to perform field examinations, to appraise the Collateral, or any portion thereof, or to assess the Loan Parties’ business valuation; and (k) costs and expenses (including attorneys’ and paralegals’ fees and disbursements) paid or incurred to obtain payment of the Obligations, enforce the security interests and liens of Administrative Agent and Lenders, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of this Agreement, the other Loan Documents and the Financing Orders, or to defend any claims made or threatened against Administrative Agent or any Lender arising out of the transactions contemplated hereby (including,

without limitation, preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of the Loan Documents regarding costs and expenses to be paid by Borrower. Subject to the terms of the Financing Order(s), all sums provided for in this Section 9.6 shall be part of the Obligations, shall be payable on demand, and shall accrue interest after demand for payment thereof at the highest rate of interest then payable under the Loan Documents. Administrative Agent is hereby irrevocably authorized to charge any amounts payable hereunder directly to any of the account(s) maintained by Administrative Agent with respect to any Borrower or Guarantor.

9.7 Effectiveness. This Agreement (except those Sections hereof that by the express terms thereof only become effective upon satisfaction or waiver of the conditions set forth in Section 6) shall become effective upon the execution hereof by Administrative Agent and Lenders and Loan Parties; provided, that if the Ratification Effective Date shall not occur by the close of business on the date that is forty (40) days following the Petition Date, the obligations of all parties under this Agreement shall terminate.

9.8 Financing Orders. In the event of any inconsistency between the terms of the Financing Orders and the Loan Documents, the terms of the Financing Orders shall control.

9.9 Conflicts. In the event of any conflict between the terms of this Agreement, on the one hand and the Credit Agreement and the other Loan Documents, on the other, or in the event a matter is addressed in this Agreement but not in the Credit Agreement or the other Loan Documents, the terms of this Agreement shall govern.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


AGENT

BANK OF AMERICA, N.A., as Administrative Agent and a Lender

By:		/s/ Robert Q. Maloney
Name:		Robert Q. Maloney
Title:		Senior Vice President

CENVEO, INC 8-K/A