UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2020

Commission File Number: 001-38027

CANADA GOOSE HOLDINGS INC.

(Translation of registrant’s name into English)

250 Bowie Ave

Toronto, Ontario, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F  ☒     Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

The information contained herein, as well as Exhibit 99.1 to this report of a Foreign Private Issuer on Form 6-K are deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

Amendment to Agreement Governing Revolving Facility

On May 26, 2020, Canada Goose Holdings Inc. (the “Company”) and its wholly-owned subsidiaries, Canada Goose Inc. and Canada Goose International AG, entered into a second amended and restated credit agreement (the “Second Amended and Restated Credit Agreement”) to its senior secured asset-based revolving facility, originally entered into on June 3, 2016, and as amended and restated on May 10, 2019 and as further amended on February 24, 2020 (together, the “Original Amended and Restated Credit Agreement”), with Canadian Imperial Bank of Commerce, as administrative agent, and certain financial institutions as lenders. In addition to providing for the asset-based revolving facility set forth in the Original Amended and Restated Credit Agreement (the “Existing Revolving Facility”), the Second Amended and Restated Credit Agreement also includes a “first in last out” revolving facility (the “FILO Revolving Facility”) of CAD$50,000,000. The FILO Revolving Facility is subject to greater borrowing base advance rate percentages than the Existing Revolving Facility, as further set forth in the Second Amended and Restated Credit Agreement. The FILO Revolving Facility matures on May 25, 2021 and is subject to interest rate charge options that are based on Canadian prime rate, Bankers’ Acceptance rate, the lenders’ Alternate Base Rate, European Base Rate, LIBOR rate, or EURIBOR rate plus an applicable margin of between 2.00% and 3.75%. The Existing Revolving Facility and the FILO Revolving Facility are subject to financial and non-financial covenants which could impact the Company’s ability to draw funds, as further set forth in the Second Amended and Restated Credit Agreement.

As part of the Second Amended and Restated Credit Agreement, the commitments under the Existing Revolving Facility were reduced by CAD$50,000,000. However, upon the maturity of the FILO Revolving Facility, and upon any early termination by the Company of commitments under the FILO Revolving Facility, the terminated commitments under the FILO Revolving Facility will be converted into, and will increase, the commitments under the Existing Revolving Facility at such time.

The foregoing description of the Second Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Second Amended and Restated Credit Agreement, which is attached as Exhibit 99.1.

EXHIBIT INDEX

SIGNATURES

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

Canada Goose Holdings Inc.

Exhibit 99.1

SECOND AMENDED AND RESTATED

CREDIT AGREEMENT

BETWEEN

CANADA GOOSE HOLDINGS INC.,

as Holdings,

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CANADA GOOSE INC.,

as CGI Borrower and as the Borrower Representative,

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CANADA GOOSE INTERNATIONAL AG,

as Swiss Borrower,

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CANADIAN IMPERIAL BANK OF COMMERCE,

as the Administrative Agent, the Letter of Credit Issuer and Swingline Lender,

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THE LENDERS FROM TIME TO TIME PARTY HERETO,

as Lenders

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CANADIAN IMPERIAL BANK OF COMMERCE

THE TORONTO-DOMINION BANK

BANK OF MONTREAL

BARCLAYS BANK PLC,

as Joint Lead Arrangers and Bookrunners

May 26, 2020

TABLE OF CONTENTS

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SCHEDULES

EXHIBITS

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 26, 2020, among CANADA GOOSE HOLDINGS INC., a corporation existing under the laws of British Columbia (“Holdings”), CANADA GOOSE INC., a corporation existing under the laws of Ontario (“CGI Borrower”), CANADA GOOSE INTERNATIONAL AG, a corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland (“Swiss Borrower”), the lending institutions from time to time parties hereto as lenders (each a “Lender” and, collectively, the “Lenders”), and CANADIAN IMPERIAL BANK OF COMMERCE, as the administrative agent and collateral agent (in such capacities, the “Administrative Agent”), and as the Letter of Credit Issuer and Swingline Lender (such terms and each other capitalized term used but not defined in this preamble shall have the meaning provided in Section 1.1).

WHEREAS Holdings, CGI Borrower and Swiss Borrower previously entered into that certain credit agreement dated as of June 3, 2016, among Holdings, CGI Borrower, Swiss Borrower, Canadian Imperial Bank of Commerce, as administrative agent, and the other Persons party thereto from time to time (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Fourth Closing Date (as defined herein), the “Original Credit Agreement”);

AND WHEREAS Holdings, CGI Borrower and Swiss Borrower previously entered into an amended and restated credit agreement dated as of May 10, 2019 among Holdings, CGI Borrower, Swiss Borrower, Canadian Imperial Bank of Commerce, as administrative agent and collateral agent, and the Lenders and other Persons party thereto from time to time (as amended pursuant to an amending agreement dated as of February 24, 2020 among Holdings, the Borrowers, the Administrative Agent and the Lenders party thereto, the “Existing Credit Agreement”), which amended and restated the Original Credit Agreement;

AND WHEREAS the parties hereto wish to amend and restate the Existing Credit Agreement in accordance with the terms hereof;

NOW THEREFORE in consideration of the premises and the covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

As used herein, the following terms shall have the meanings specified in this Section 1.1 unless the context otherwise requires (it being understood that defined terms in this Agreement shall include in the singular number the plural and in the plural the singular):

“10 Non-Bank Rule” means the rule that the aggregate number of Lenders under this Agreement which are not Qualifying Banks must not at any time exceed ten (10), all in accordance with the meaning of the Guidelines or legislation or explanatory notes addressing the same issues that are in force at such time;

“20 Non-Bank Rule” means the rule that the aggregate number of creditors (including the Lenders), other than Qualifying Banks, of a Swiss Borrower under all its outstanding debts relevant for classification as debenture (Kassenobligation) must not at any time exceed twenty (20), all in accordance with the meaning of the Guidelines or legislation or explanatory notes addressing the same issues that are in force at such time;

“ABL Priority Collateral” shall mean all present and after acquired, accounts receivable, credit card receivables, inventory, cash, cash equivalents, deposit accounts, securities and commodity accounts, general intangibles (other than Capital Stock and Intellectual Property), the Swiss Intercompany Indebtedness and the Swiss Intercompany Security, all books and records related to the foregoing and general intangibles evidencing, governing, securing or otherwise relating to the foregoing and, in each case, the proceeds thereof; provided, however, that upon execution and delivery of an ABL/Term Loan Intercreditor Agreement by the Administrative Agent, for all purposes under this Agreement, “ABL Priority Collateral” shall have the meaning set forth in such ABL/Term Loan Intercreditor Agreement;

“ABL/Term Loan Intercreditor Agreement” shall mean the intercreditor agreement dated as of the Second Closing Date entered into by the Administrative Agent, Credit Suisse AG, Cayman Islands Branch (as Term Loan Administrative Agent) and the existing Credit Parties as of the Second Closing Date, as amended, restated, amended and restated, supplemented or otherwise modified from time to time;

“ABR” shall mean for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Effective Rate, plus 1/2 of 1%, (ii) the rate of interest in effect for such day as announced from time to time by Canadian Imperial Bank of Commerce as its “prime rate” at its principal office in New York City, and (iii) the rate per annum determined in the manner set forth in clause (a) of the definition of LIBO Rate for an Interest Period of one month as determined on the date of determination plus 1.00%. Any change in the ABR due to a change in the Federal Funds Effective Rate, Canadian Imperial Bank of Commerce’s “prime rate” or the LIBO Rate shall be effective on the effective date of such change in the Federal Funds Effective Rate, Canadian Imperial Bank of Commerce’s “prime rate” or the LIBO Rate, respectively; provided that ABR shall be no less than 0%;

“ABR Loan” shall mean a Loan in U.S. Dollars made by the Lenders to a Borrower with respect to which such Borrower has specified that interest is to be calculated based on the ABR or is deemed to be calculated based on the ABR;

“Accelerated Borrowing Base Delivery Period” shall mean either (a) any period commencing on the date that Excess Availability shall have been less than the greater of (x) $10,000,000 and (y) 12.5% of the Line Cap for five (5) consecutive Business Days and ending on the date thereafter that Excess Availability shall have been at least the greater of (i) $10,000,000 and (ii) 12.5% of the Line Cap for thirty (30) consecutive calendar days, or (b) the period following the occurrence and during the continuation of any Specified Default;

“Acceptable BOL” shall mean with respect to In-Transit Inventory, a negotiable bill of lading that (i) is issued by a common carrier which is not an Affiliate of the applicable vendor or Borrowing Base Party and which is in actual possession of such In-Transit Inventory or by an Eligible NVOCC; (ii) covers only such In-Transit Inventory; (iii) is issued to the order of a Borrowing Base Party or, while an Event of Default exists, if so requested by the Administrative Agent, to the order of the Administrative Agent; (iv) is subject to the Administrative Agent’s first priority Lien and no other Lien that is not a Permitted Lien; and (v) has not been identified by the Administrative Agent in writing to the Borrower Representative or the applicable Borrowing Base Party as being in form and content not reasonably acceptable to the Administrative Agent;

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“Account(s)” shall mean “accounts” as defined in the Uniform Commercial Code or in the PPSA (or to the extent governed by the Civil Code of Quebec, defined as “claims” for the purposes of the Civil Code of Quebec), as applicable, and, in each case, includes without limitation a right to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (ii) for services rendered or to be rendered or (iii) arising out of the use of a credit or charge card or information contained on or for use with the card. The term “Account” does not include (a) commercial tort claims, (b) deposit accounts, (c) investment property or (d) letter-of-credit rights or letters of credit (with PPSA or UCC defined terms, as applicable, not otherwise defined in this Agreement having such defined meanings for the purposes of this sentence);

“ACH” shall mean automated clearing house transfers;

“Acquired Indebtedness” shall mean, with respect to any specified Person, (i) 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, consolidating, or amalgamating with or into or becoming a Restricted Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person;

“Adjusted Total Revolving Credit Commitment” shall mean at any time the Total Revolving Credit Commitment less the aggregate Commitments of all Defaulting Lenders;

“Adjustment Date” shall have the meaning provided in the definition of Applicable Margin;

“Administrative Agent” shall mean Canadian Imperial Bank of Commerce, as the administrative agent and collateral agent for the Lenders under this Agreement and the other Credit Documents, or any successor administrative agent and collateral agent pursuant to Section 13.7;

“Administrative Agent’s Office” shall mean the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 14.2 or such other address or account as the Administrative Agent may from time to time notify the Borrower Representative and the Lenders;

“Administrative Questionnaire” shall have the meaning provided in Section 14.6(b)(ii)(D);

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution;

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“Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise;

“Agent Parties” shall have the meaning provided in Section 14.17(b);

“Agents” shall mean the Administrative Agent, and the Joint Lead Arrangers and Bookrunners;

“Agreement” shall mean this second amended and restated credit agreement, as this agreement may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Agreement Currency” shall have the meaning provided in Section 14.19;

“AHYDO Payment” shall mean 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 Code Section 163(i);

“Alternative Currency” shall have the meaning provided in Section 2.16;

“Applicable Indebtedness” shall have the meaning provided in the definition of Weighted Average Life to Maturity;

“Applicable Margin” shall mean a percentage per annum equal to:

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Notwithstanding the foregoing, the Applicable Margin in respect of any Class of Extended Revolving Credit Commitments or Revolving Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Amendment;

“Appraisal Percentage” shall mean:

“Appraised Value” shall mean the appraised orderly liquidation value (determined in a manner consistent with the “Conversion Scenario” described in the Appraisal of Canada Goose Inc. inventory appraisal by Hilco, dated as of January 26, 2016 or any subsequent appraisal in respect of Inventory), net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of the Borrowing Base Parties’ Eligible Inventory (including Eligible In-Transit Inventory), or, if set forth separately in such appraisal, Eligible In-Transit Inventory, as applicable, in each case as set forth in the Borrowing Base Parties’ inventory stock ledger(s), which value shall be reasonably determined from time to time by reference to the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent and reasonably satisfactory to the Borrower Representative;

“Approved Fund” shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate or branch of a Lender, or (iii) an entity or an Affiliate of an entity that administers, advises or manages a Lender;

“Asset Sale” shall mean:

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“Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit A, or such other form as may be approved by the Administrative Agent and, to the extent Borrower Representative’s consent is required in connection with such assignment, the Borrower Representative;

“Assignment Taxes” shall have the meaning provided in the definition of Other Taxes;

“Authorized Officer” shall mean, with respect to any Person, any individual holding the position of chairman of the board (if an officer), the Chief Executive Officer, President, the Chief Financial Officer, the Chief Operating Officer, the Treasurer, the Controller, any Vice President, a Director, a Manager, or any other senior officer or agent with express authority to act on behalf of such Person designated as such by the board of directors or other managing authority of such Person;

“Auto-Extension Letter of Credit” shall have the meaning provided in Section 3.2(d);

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“Availability Reserves” shall mean, without duplication of any other Borrowing Base Reserves or items that are otherwise addressed or excluded through eligibility criteria, and without duplication of any of the factors taken into account in determining Appraised Value, such reserves as the Administrative Agent from time to time determines or adjusts in its Permitted Discretion (in accordance with and subject to the limitations of Section 2.19) as reflecting (a) any impediments to the Administrative Agent’s ability to realize upon the Collateral included in a Borrowing Base, (b) claims and liabilities that the Administrative Agent determines in its Permitted Discretion will need to be satisfied in connection with the realization upon the Collateral included in a Borrowing Base, or (c) events, conditions, contingencies or risks (other than events, conditions, contingencies or risks known to the Administrative Agent as of the Closing Date, which shall not be the basis for establishment of any Availability Reserves unless (i) the Administrative Agent establishes such Availability Reserves on or before the Closing Date or (ii) such events, conditions, contingencies or risks shall have changed in an adverse manner to the Administrative Agent and the Lenders since the Closing Date) that adversely affect any component of a Borrowing Base, or the validity or enforceability of this Agreement or the other Credit Documents or any of the rights or remedies of the Secured Parties hereunder or thereunder. Without limiting the generality of the foregoing, by way of example and not limitation, Availability Reserves may include (but are not limited to), in the Administrative Agent’s Permitted Discretion, reserves based on: (i) rent and amounts payable to third party manufacturers in possession of Eligible Inventory; provided that the Availability Reserves in respect of leased and other locations described in the succeeding clauses (x) and (y) shall not be established in the Administrative Agent’s Permitted Discretion for a period of 90 days after the Closing Date (other than as set forth in the Borrowing Base Certificate delivered on the Closing Date) and shall be limited to an amount equal to the sum of, without duplication, (x) all past due rent for all of the Borrowing Base Parties’ leased locations plus (y) one month’s rent for (A) all of the Borrowing Base Parties’ leased locations in Landlord Lien States and (B) distribution centers or warehouses, plus (z) amounts due and payable by a Borrowing Base Party to third party manufacturers in possession of Eligible Inventory at third party manufacturing locations (other than, in each case, such locations, distribution centers or warehouses described in clauses (x) through (z) with respect to which the Administrative Agent has received a Collateral Access Agreement); provided, further, that any reserve for any such location, distribution center or warehouse described in clauses (x) through (z) shall not exceed the amount advanced against Collateral consisting of Inventory located at such location, distribution center or warehouse, respectively; (ii) customs duties, freight charges, taxes, tariffs, insurance charges and other charges that may reasonably be expected to become due with respect to any Eligible In-Transit Inventory or any Inventory associated with any Eligible Letter of Credit and other costs associated with Inventory of any Borrowing Base Party which is being imported into the United States, Canada, The Netherlands or Belgium; (iii) outstanding Taxes and other governmental charges due and owing by any Borrowing Base Party but unpaid, including, ad valorem, real estate, personal property, sales and other Taxes, and claims of the PBGC, FSCO and other Governmental Authorities in respect of Plans or Canadian Pension Plans, in the case of each of the foregoing items described in this clause (iii) that are secured by Liens that have priority over or are pari passu with the Liens of the Administrative Agent in the ABL Priority Collateral; (iv) salaries, wages, vacation pay and benefits due and owing to employees of any Credit Party but unpaid; (v) Canadian Priority Payable Reserves, Dutch Priority Payable Reserves, Swiss Priority Payable Reserves, UK Priority Payable Reserves and other Priority Payable Reserves; (vi) Customer Credit Liabilities; (vii) unpaid warehousemen’s or bailees’ charges due and

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owing by any Borrowing Base Party the Liens in respect of which may have priority over or are pari passu with the Liens of the Administrative Agent in the ABL Priority Collateral (other than for any location with respect to which the Administrative Agent has received a Collateral Access Agreement); (viii) Cash Management Services Reserves; (ix) Bank Product/Hedge Reserves; and (x) Dilution Reserves;

“Available Commitment” shall mean an amount equal to the excess, if any, of (i) the amount of the aggregate Revolving Credit Commitments over (ii) the sum of the aggregate principal amount of (a) all Revolving Credit Loans (but not Swingline Loans) then outstanding and (b) the Revolving Credit Commitment Percentage of the aggregate Letters of Credit Outstanding at such time attributable to all Lenders with Revolving Credit Commitments at such time;

“Available FILO Commitment” shall mean an amount equal to the excess, if any, of (i) the amount of the aggregate FILO Credit Commitments over (ii) the aggregate principal amount of all FILO Credit Loans then outstanding;

“Average Revolver Debt” shall mean, as of any date of determination, an amount equal to (a) the quotient obtained by dividing (i) the sum of each month-end balance of outstanding revolving loans, including the Revolving Loans under this Agreement and the revolving loans under the Term Loan Credit Documents (if any), reflected on a consolidated balance sheet of CGI Borrower (but excluding the notes thereto) prepared as of each such date on a consolidated basis in accordance with IFRS during the most recent Test Period ended on or prior to such date of determination, by (ii) twelve, minus (b) the average month-end balance of cash and Cash Equivalents (in each case, free and clear of all Liens other than Permitted Liens) reflected on a consolidated balance sheet of CGI Borrower (but excluding the notes thereto) prepared as of each such date on a consolidated basis in accordance with IFRS during the most recent Test Period ended on or prior to such date of determination;

“Average Revolving Loan Utilization” shall mean, with respect to a given Class of Revolving Commitments, at any Adjustment Date, the average daily aggregate Revolving Credit Exposure (excluding any Revolving Credit Exposure resulting from outstanding Swingline Loans) of such Class for the three-month period immediately preceding such Adjustment Date (or, solely with respect to the FILO Credit Commitments, if shorter, the period from the Sixth Closing Date to such Adjustment Date), divided by the aggregate Commitments of such Class at such time;

“BA Discount Proceeds” means, with respect to a particular Banker’s Acceptance or BA Equivalent Note, the following amount:

        F        

1+D x T

    365

where

F means the face amount of such Banker’s Acceptance or BA Equivalent Note;

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D means the applicable discount BA Rate for such Banker’s Acceptance or BA Equivalent Note; and

T means the number of days to maturity of such Banker’s Acceptance or BA Equivalent Note,

with the amount as so determined being rounded up or down to the fifth decimal place and .000005 being rounded up;

“BA Equivalent Note” has the meaning set forth in Section 5.1(a);

“BA Lender” means any Lender which has not notified the Administrative Agent in writing that it is unwilling or unable to accept Drafts as provided for in Article 5;

“BA Rate” means with respect to an issue of Banker’s Acceptances, (a) for a Lender which is a Bank Act (Canada) Schedule I bank (each, a “Schedule I Lender”), (i) the rate of interest per annum equal to the arithmetic average of the discount rates for Banker’s Acceptances having an identical or comparable term as the proposed Banker’s Acceptance, displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service as at or about 10:00 a.m. (Toronto time) of such day (or, if such day is not a Business Day, as of 10:00 a.m. (Toronto time) on the immediately preceding Business Day), or (ii) if such rates do not appear on the CDOR Page at such time and on such date, the rate for such date will be the annual discount rate (rounded upward to the nearest whole multiple of 1/100 of 1.0%) as of 10:00 a.m. (Toronto time) on such day at which the Administrative Agent is then offering to purchase Banker’s Acceptances accepted by it having such specified term (or a term as closely as possible comparable to such specified term) and (b) for a Lender which is not a Schedule I Lender, for the proposed Banker’s Acceptance, the lesser of (i) the annual discount rate for Banker’s Acceptances or BA Equivalent Notes, as applicable, for such term quoted by such Lender at or about 10:00 a.m. (Toronto time) and (ii) the annual discount rate applicable to Banker’s Acceptances as determined for a Schedule I Lender in (a) above for the same Banker’s Acceptances issue plus 5 basis points; provided that the BA Rate shall be no less than 0%;

“BA Stamping Fee” means the amount calculated by multiplying the face amount of a Banker’s Acceptance or a BA Equivalent Note by the BA Stamping Fee Rate and then multiplying the result by a fraction, the numerator of which is the number of days to elapse from and including the date of acceptance of such Banker’s Acceptance or purchase of such BA Equivalent Note by a Lender up to but excluding the maturity date of such Banker’s Acceptance or BA Equivalent Note and the denominator of which is 365;

“BA Stamping Fee Rate” means, with respect to a Banker’s Acceptance or a BA Equivalent Note, the applicable percentage rate per annum indicated below the reference to “BA Stamping Fee Rate” in the definition of “Applicable Margin” relevant to the period in respect of which a determination is being made;

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution;

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“Bail-In Legislation” means (a) 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, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings);

“Bank Product Agreement” shall mean any agreement or arrangement to provide Bank Products described in the definition thereof;

“Bank Product Provider” shall mean (i) any Person that, at the time it enters into a Bank Product Agreement, is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender or (ii) with respect to any Bank Product Agreement entered into prior to the Closing Date, any Person that is a Lender or an Affiliate or branch of a Lender on the Closing Date; provided that, if such Person is not a Lender, such Person executes and delivers to the Administrative Agent and the Borrower Representative a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Person (a) appoints the Administrative Agent as its agent under the applicable Credit Documents and (b) agrees to be bound by the provisions of Article VI and Sections 7.1 and 8.13 of the Canadian Pledge Agreement, Sections 4.3, 6.6, 7.4, 7.6, 8.1 and 8.19 of the Canadian Security Agreement and corresponding or similar provisions in any other Security Document, in each case, as if it were a Lender;

“Bank Product/Hedge Reserves” shall mean reserves in an amount equal to the then reasonably anticipated liabilities and obligations of the Credit Parties with respect to any Secured Bank Product Agreements and Secured Hedge Agreements, as calculated by the relevant Bank Product Provider or Hedge Bank and the Borrower Representative and provided to the Administrative Agent together with the supporting calculations therefor promptly (but in any case not later than three Business Days or such later date as agreed by the Administrative Agent) following the date on which a request was made by the Administrative Agent to the Borrower Representative;

“Bank Products” shall mean, collectively, any services or facilities (other than Cash Management Services or any Credit Event under this Agreement) on account of (i) credit and debit cards and (ii) purchase cards and other card payment products;

“Banker’s Acceptance” means a depository bill, as defined in the Depository Bills and Notes Act (Canada), in Dollars that is in the form of a Draft signed by or on behalf of a Borrower and accepted by a BA Lender as contemplated under Article 5 or, for Lenders not participating in clearing services as contemplated in that Act, a draft or other bill of exchange in Dollars that is signed on behalf of a Borrower and accepted by a Lender;

“Bankruptcy Code” shall have the meaning provided in Section 12.5;

“Belgian Inventory” shall mean, as of the date of determination thereof, without duplication, all items of Eligible Inventory of a Swiss Borrowing Base Party located in Belgium;

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“Belgian Security Event” shall mean the completion by the Borrowers of all actions as are reasonably necessary or advisable under the legislation in Belgium regarding security rights in rem on movable assets, including entering into documentation, causing the delivery of customary legal opinions by counsel to Swiss Borrower and making such filings and registrations, in each case, in form and substance as are reasonably satisfactory to the Administrative Agent and the Borrower Representative, in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a first priority Lien on the Collateral owned by Swiss Borrower located in Belgium;

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation;

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230;

“Benefited Lender” shall have the meaning provided in Section 14.8(a);

“BIA” means the Bankruptcy and Insolvency Act (Canada);

“Blocked Account Agreement” shall have the meaning provided in Section 10.9(c)(ii);

“Blocked Account Banks” shall mean the banks with whom DDAs are maintained and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof;

“Blocked Account Date” shall have the meaning provided in Section 10.9(c)(ii);

“Blocked Accounts” shall have the meaning provided in Section 10.9(c)(ii);

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor);

“Bona Fide Debt Fund” shall mean any debt fund or other Person that is engaged in, or advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and whose managers have fiduciary duties to the third-party investors in such fund or investment vehicle independent of their duties to Holdings or Bain Capital Private Equity, LP; provided, however, in no event shall (x) any natural Person or (y) Holdings, CGI Borrower or any Subsidiary thereof be a “Bona Fide Debt Fund”;

“Borrower” or “Borrowers” shall mean, individually or collectively, CGI Borrower, any Successor Borrower and/or Swiss Borrower as the context requires;

“Borrower Materials” shall have the meaning provided in Section 14.17(b);

“Borrower Representative” shall have the meaning provided in Section 2.18;

“Borrowing” shall mean a borrowing by way of (i) a Loan of a Class and Type, made, converted, or continued on the same date and, in the case of a LIBOR Loan, or a EURIBOR Loan or an acceptance by a Lender of a draft or depository bill presented for acceptance as a Banker’s Acceptance or a BA Equivalent Note, in each case, as to which a single Interest Period is in effect, (ii) a Swingline Loan or (iii) a Protective Advance;

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“Borrowing Base” shall mean the aggregate of the CGI Borrowing Base and the Swiss Borrowing Base (the Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificates delivered to the Administrative Agent pursuant to Section 10.1(i), as adjusted to give effect to Borrowing Base Reserves (in accordance with and subject to the limitations of Section 2.19) following such delivery);

“Borrowing Base Certificate” shall have the meaning provided in Section 10.1(i);

“Borrowing Base Parties” shall mean, collectively, the CGI Borrowing Base Parties and the Swiss Borrowing Base Parties;

“Borrowing Base Reserve” shall mean the sum (without duplication of any other reserve or items that are otherwise addressed or excluded through eligibility criteria, and without duplication of any of the factors taken into account in determining Appraised Value) of, without duplication, (a) the Availability Reserves; (b) the Inventory Reserves; (c) the Receivables Reserves; and (d) the aggregate amount of liabilities secured by Liens on Collateral included in the Borrowing Base and, commencing with the Sixth Closing Date and until and excluding the FILO Credit Termination Date, the FILO Borrowing Base, which Liens are senior in priority to the Administrative Agent’s Liens;

“Broker-Dealer Subsidiary” shall mean any Subsidiary that is registered as a broker-dealer under the Exchange Act or any other applicable law requiring similar registration;

“Business Day” shall mean any day excluding Saturday, Sunday, and any other day on which banking institutions in Toronto, Ontario are authorized by law or other governmental actions to close, and, if such day relates to any interest rate settings as to a LIBOR Loan, EURIBOR Loan or European Base Rate Loan, any fundings, disbursements, settlements, and payments in respect of any such LIBOR Loan, EURIBOR Loan or European Base Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such LIBOR Loan, EURIBOR Loan or European Base Rate Loan, such day shall be a day on which dealings in deposits in U.S. Dollars, Euros or Pounds Sterling, as applicable, are conducted by and between banks in the applicable London interbank market;

“Canadian Credit Party” shall mean CGI Borrower, Holdings and each other Credit Party organized, formed or incorporated under the laws of Canada or any province or territory thereof;

“Canadian DB Plan” shall mean a Canadian Pension Plan that contains a “defined benefit provision” as such term is defined in the ITA;

“Canadian Pension Plan” shall mean a “registered pension plan” as such term is defined in the ITA that is maintained, funded or sponsored by any Canadian Credit Party for its employees, but shall not include statutory plans, including the Canada and Quebec Pension Plans;

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“Canadian Pledge Agreement” means the share and note pledge agreement among CGI Borrower, Holdings, each other pledgor from time to time party thereto and the Administrative Agent for the benefit of the Secured Parties.

“Canadian Priority Payable Reserves” shall mean, without duplication of any other Borrowing Base Reserves with respect to the Canadian Credit Parties, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion (in accordance with and subject to the limitations of Section 2.19) as being appropriate to reflect any amounts secured by any Liens on Collateral of any Canadian Credit Party included in the Borrowing Base or, commencing with the Sixth Closing Date and until and excluding the FILO Credit Termination Date, the FILO Borrowing Base, as applicable, choate or inchoate, which rank or are capable of ranking in priority to, or pari passu with, the Liens of the Administrative Agent and/or any amounts which may represent costs relating to the enforcement of the Liens of the Administrative Agent on the Collateral of any Canadian Credit Party included in the Borrowing Base or the FILO Borrowing Base, as applicable, including, without limitation, any such amounts due and owing by any Canadian Credit Party and not paid for wages (including any amounts protected by the Wage Earner Protection Program Act (Canada)), amounts due and owing by any Canadian Credit Party and not paid for vacation pay, amounts due and owing by any Canadian Credit Party and not paid under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and not paid and remitted when due under the ITA, amounts currently due or past due and owing by any Canadian Credit Party and not paid for realty, municipal or similar Taxes (to the extent impacting personal or movable property) and all amounts currently due and past due and owing by a Credit Party in respect of any Canadian Pension Plan or pursuant to the Pension Benefit Act (Ontario) or any similar legislation;

“Canadian Securities Laws” shall mean the Securities Act (Ontario) and the corresponding legislation in each of the provinces and territories of Canada, together with all regulations, instruments, rules and policies thereunder;

“Canadian Security Agreement” shall mean the general security agreement entered into by CGI Borrower, Holdings, Canada Goose Trading Inc. and the Administrative Agent for the benefit of the Secured Parties on the Closing Date;

“Canadian Subsidiary” shall mean any Subsidiary that is organized under the laws of Canada or any province or territory thereof;

“Capital Expenditures” shall mean, 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 Capital Leases) by CGI Borrower and the Restricted Subsidiaries during such period that, in conformity with IFRS, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of CGI Borrower and the Restricted Subsidiaries (including capitalized software expenditures, customer acquisition costs and incentive payments, conversion costs, and contract acquisition costs); provided that the term “Capital Expenditures” shall not include (i) any additions to property, plant and equipment and other capital expenditures made with the proceeds of any equity securities issued or capital contributions received by any Credit Party or any Subsidiary, (ii) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or

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damage to the assets being replaced, substituted, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation or expropriation of the assets being replaced, (iii) the purchase price of property, plant and equipment that is purchased substantially concurrently with the trade-in of existing property, plant or equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such property, plant and equipment for the property, plant or equipment being traded in at such time, (iv) the purchase of plant, property or equipment to the extent financed with the proceeds of dispositions that are not required to be applied to prepay the Obligations or the Term Loan Obligations, (v) expenditures that are accounted for as capital expenditures by CGI Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than CGI Borrower or any Restricted Subsidiary and for which none of CGI Borrower or any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period) other than rent and similar or related obligations or (vi) expenditures that constitute Permitted Acquisitions or other Permitted Investments that involve the purchase or other acquisition for consideration of any other Person or of all or substantially all of the assets of another Person or assets constituting a business unit, line of business or division of another Person;

“Capital Lease” shall mean, as applied to any Person, any lease of any property (whether real, personal, or mixed) by that Person as lessee that, in conformity with IFRS, is, or is required to be, accounted for as a capital lease on the balance sheet of that Person; provided that all leases of any Person that are or would be characterized as operating leases in accordance with IFRS immediately prior to the Closing Date (whether or not such operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as Capital Leases) for purposes of this Agreement (except that financial statements delivered pursuant to Section 10.1 shall reflect such operating leases in accordance with IFRS as in effect at the time of such delivery) regardless of any change in IFRS following the date that would otherwise require such leases to be recharacterized as Capital Leases;

“Capital Stock” shall mean (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights, or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company, unlimited liability company, partnership or membership interests (whether general or limited), and (iv) 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 (it being understood and agreed, for the avoidance of doubt, that “cash-settled phantom appreciation programs” in connection with employee benefits that do not require a dividend or distribution shall not constitute Capital Stock);

“Capitalized Lease Obligation” shall mean, 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 IFRS; provided that all obligations of any Person that are or would be characterized as operating lease obligations in accordance with IFRS immediately prior to 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

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purposes of this Agreement (except that financial statements delivered pursuant to Section 10.1 shall reflect such operating leases in accordance with IFRS as in effect at the time of such delivery) regardless of any change in IFRS following the date that would otherwise require such obligations to be recharacterized as Capitalized Lease Obligations;

“Captive Insurance Subsidiary” shall mean a Subsidiary of CGI Borrower or any of its Subsidiaries established for the purpose of, and to be engaged solely in the business of, insuring the businesses or facilities owned or operated by CGI Borrower or any of its Subsidiaries or joint ventures or to insure related or unrelated businesses;

“Cash Collateral Account” shall mean (i) any interest bearing account established by any Credit Party with the Administrative Agent, for its own benefit and the benefit of the other Secured Parties or (ii) any deposit account established by any Credit Party with any depository bank reasonably acceptable to the Administrative Agent that is subject to a control agreement in form and substance reasonably satisfactory to the Administrative Agent, in each case under the foregoing clause (i) and clause (ii), which account is under the sole and exclusive dominion and control of the Administrative Agent, in the name of the Administrative Agent or as the Administrative Agent shall otherwise direct and in which the Administrative Agent has a first priority perfected Lien;

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Letter of Credit Issuer or the Lenders, as collateral for L/C Obligations, obligations of the Lenders to fund participations in respect of L/C Obligations, obligations arising under Banker’s Acceptance or obligations under BA Equivalent Notes, cash or deposit account balances (including such deposits made into any Cash Collateral Account) or, if the Administrative Agent and the Letter of Credit Issuer shall agree in their sole discretion, other credit support or reimbursement agreements. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support;

“Cash Dominion Period” shall mean either (a) the period following the occurrence and during the continuation of any Specified Default, or (b) any period commencing on the date that Excess Availability shall have been less than the greater of (x) $10,000,000 and (y) 12.5% of the Line Cap for five (5) consecutive Business Days and ending on the date thereafter that Excess Availability shall have been at least the greater of (i) $10,000,000 and (ii) 12.5% of the Line Cap for thirty (30) consecutive calendar days;

“Cash Equivalents” shall mean:

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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (i) and (ii) above; provided that such amounts are converted into any currency listed in clauses (i) and (ii) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts;

“Cash Management Agreement” shall mean any agreement or arrangement to provide Cash Management Services;

“Cash Management Bank” shall mean (i) any Person that, at the time it enters into a Cash Management Agreement, is an Agent or a Lender or an Affiliate or branch of an Agent or a Lender or (ii) with respect to any Cash Management Agreement entered into prior to the Closing Date, any Person that is a Lender or an Affiliate or branch of a Lender on the Closing Date; provided that, if such Person is not a Lender, such Person executes and delivers to the Administrative Agent and the Borrower Representative a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Person (a) appoints the Administrative Agent as its agent under the applicable Credit Documents and (b) agrees to be bound by the provisions of Article VI and Sections 7.1 and 8.13 of the Canadian Pledge Agreement, Sections 4.3, 6.6, 7.4, 7.6, 8.1 and 8.19 of the Canadian Security Agreement and corresponding or similar provisions in any other Security Document, in each case, as if it were a Lender;

“Cash Management Services” shall mean any one or more of the following types of services or facilities: (a) ACH transactions, (b) treasury and/or cash management services, including, without limitation, controlled disbursement services, depository, overdraft and electronic funds transfer services, (c) foreign exchange facilities, (d) deposit and other accounts, and (e) merchant services (other than those constituting a line of credit). For the avoidance of doubt, Cash Management Services do not include Hedging Obligations;

“Cash Management Services Reserve” shall mean such reserves as the Administrative Agent, from time to time after the occurrence and during the continuation of a Cash Dominion Period, determines in its Permitted Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Credit Parties with respect to Secured Cash Management Obligations then outstanding. The amount of any Cash Management Services Reserve established by the Administrative Agent shall not be duplicative of other Borrowing Base Reserves then in effect;

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“Cash Receipts” shall have the meaning provided in Section 10.9(e);

“CGI Borrower” shall have the meaning given to such term in the opening paragraph of this Agreement;

“CGI Borrowing Base” shall mean, at any time of calculation, an amount in Dollars (or the Equivalent Amount in Dollars of any amount in a currency other than Dollars) equal to:

plus

plus

plus

plus

plus

minus

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minus

The CGI Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 10.1(i), in respect of the CGI Borrowing Base, as adjusted to give effect to Borrowing Base Reserves to the extent applicable to, and to the assets of, the CGI Borrowing Base Parties (in accordance with and subject to the limitations of Section 2.19) following such delivery.

Notwithstanding the foregoing, for purposes of this definition and the definition of “Pro Forma Availability Condition,” no Accounts or Inventory being acquired pursuant to a Permitted Acquisition or permitted Investment will be included in the CGI Borrowing Base unless (i) the Administrative Agent, in its Permitted Discretion, confirms that such Accounts or Inventory conform to standards of eligibility in accordance with this Agreement, and (ii) to the extent required by the Administrative Agent, an audit of such Accounts and an appraisal of such Inventory is conducted and then only so long as such Accounts or Inventory, as the case may be, would otherwise satisfy the applicable eligibility criteria (it being understood that such audit or appraisal shall be conducted at CGI Borrower’s expense and shall not be counted for purposes of Section 10.2); provided, that until the earlier of (x) 45 days following the date on which a Permitted Acquisition or other permitted Investment is consummated (or such longer period as agreed to by the Administrative Agent in its Permitted Discretion) and (y) the date on which the requirements of clauses (i) and (ii) above are satisfied with respect to Accounts and Inventory being acquired in such Permitted Acquisition or other permitted Investment, an amount of such Accounts not to exceed $5,000,000 in the aggregate and such Inventory not to exceed $5,000,000 in the aggregate, that would otherwise constitute Eligible Credit Card Receivables, Eligible Trade Receivables, Eligible Inventory, Eligible In-Transit Inventory or Eligible Letter of Credit Inventory as shall be agreed upon between the Borrower Representative and the Administrative Agent in its Permitted Discretion shall be included in the CGI Borrowing Base (including, with respect to the definition of “Pro Forma Availability Condition” for purposes of computing aggregate Excess Availability on a Pro Forma Basis as provided therein);

“CGI Borrowing Base Parties” shall mean, as of the Sixth Closing Date, CGI Borrower and each other Guarantor as of the Sixth Closing Date, other than Swiss Borrower and from time to time each additional Guarantor that the Borrower Representative and the Administrative Agent agree shall be a CGI Borrowing Base Party;

“CGI Line Cap” shall mean, at any time of determination, the lesser of (a) the aggregate Revolving Credit Commitments of all Lenders and (b) the sum of the (i) CGI Borrowing Base and (ii) if, at such time, the Lenders’ aggregate Revolving Credit Exposures to CGI Borrower with respect to Revolving Credit Loans and Revolving Credit Commitments equal or exceed the amount of the CGI Line Cap under (b)(i) above, the CGI SBB Availability (which amount under this clause (b)(ii) shall never be less than zero);

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“CGI SBB Availability” shall mean, at any time of determination, an amount equal to the least of (a) the Swiss Borrowing Base excluding the value of any Belgian Inventory until the occurrence of a Belgian Security Event, (b) the aggregate amount of trade receivables from the sale of Inventory by CGI Borrower to Swiss Borrower, plus any other amounts owing from Swiss Borrower to CGI Borrower to the extent owing in respect of ABL Priority Collateral, that constitute Swiss Intercompany Indebtedness and are subject to a second priority security interest in favour of CGI Borrower under the Swiss Intercompany Security, which in turn is collaterally assigned on a first priority basis by CGI Borrower in favour of the Administrative Agent, and (c) $10,000,000;

“Change in Law” shall mean (i) the adoption of any law, treaty, order, policy, rule, or regulation after the Closing Date, (ii) any change in any law, treaty, order, policy, rule, or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (iii) compliance by any Lender with any guideline, request, directive, or order issued or made after the Closing Date by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law). For purposes of this definition, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines, requirements, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or Canada, the United States or foreign regulatory authorities pursuant to Basel III, shall in each case described in clauses (a) and (b) above be deemed to be a Change in Law and have gone into effect after the date hereof, regardless of the date enacted, adopted, issued, or implemented;

“Change of Control” shall mean and be deemed to have occurred if, at any time after the Sixth Closing Date,

“Claims” shall have the meaning provided in the definition of Environmental Claims;

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“Class” (i) when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising such Borrowing, are Revolving Credit Loans, FILO Credit Loans, Incremental Revolving Credit Loans, Extended Revolving Credit Loans (of the same Extension Series) or Swingline Loans and (ii) when used in reference to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment, a FILO Credit Commitment an Incremental Revolving Credit Commitment or an Extended Revolving Credit Commitment; provided that, for certainty, the Revolving Credit Commitments and Revolving Credit Loans, on the one hand, shall be a separate Class from the FILO Credit Commitments and the FILO Credit Loans, on the other hand;

“Closing Date” shall mean June 3, 2016;

“Closing Refinancing” shall have the meaning provided in the Existing Credit Agreement;

“Code” shall mean the Internal Revenue Code of 1986;

“Collateral” shall mean all property pledged or mortgaged or purported to be pledged or mortgaged pursuant to the Security Documents, excluding in all events Excluded Property;

“Collateral Access Agreement” shall mean an agreement substantially in the form attached hereto as Exhibit B-1 (Collateral Access Agreement – U.S. Credit Parties) with respect to any U.S. Credit Party or as Exhibit B-2 (Collateral Access Agreement – Canadian Credit Parties) with respect to any Canadian Credit Party, or any other agreement reasonably satisfactory in form and substance to the Administrative Agent (it being understood and agreed that the form of Collateral Access Agreements in place under the Existing Credit Agreement are reasonably satisfactory to the Administrative Agent, but that new agreements in such form shall be obtained in respect of this Agreement) executed by (a) a bailee or other Person in possession of Collateral, including, without limitation, any warehouseman and (b) a landlord of Real Estate leased by any Credit Party (including, without limitation, any warehouse or distribution center), pursuant to which such Person, (i) acknowledges the Administrative Agent’s Lien on the Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral held by such Person or located on such Real Estate, (iii) agrees to furnish the Administrative Agent with access to the Collateral in such Person’s possession or on the Real Estate for the purposes of conducting a liquidation, and (iv) makes such other agreements with the Administrative Agent as the Administrative Agent may reasonably require;

“Commitment Fee” shall have the meaning provided in Section 4.1(a);

“Commitment Fee Rate” shall mean a rate per annum set forth in the table below, based on the Average Revolving Loan Utilization with respect to Revolving Credit Commitments as of the most recent Adjustment Date:

“Commitments” shall mean, with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment, FILO Credit Commitment, Incremental Revolving Credit Commitment or Extended Revolving Credit Commitment;

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“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.);

“Communications” shall have the meaning provided in Section 14.17;

“Compliance Certificate” shall mean a certificate of an Authorized Officer of CGI Borrower delivered pursuant to Section 10.1(e) for the applicable Test Period;

“Concentration Account” shall have the meaning provided in Section 10.9(e);

“Confidential Information” shall have the meaning provided in Section 14.16;

“Consolidated Depreciation and Amortization Expense” shall mean with respect to any Person and its Restricted Subsidiaries for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, debt issuance costs, commissions, fees, and expenses, capitalized expenditures, customer acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and incentive payments, conversion costs, and contract acquisition costs of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with IFRS;

“Consolidated EBITDA” shall mean, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

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For the avoidance of doubt: (i) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of ASC 815 and its related pronouncements and interpretations, or the equivalent accounting standard under IFRS or an alternative basis of accounting applied in lieu of IFRS, (ii) to the extent any add-backs or deductions are reflected in the calculation of Consolidated Net Income, such add-backs and deductions shall not be duplicated in determining Consolidated EBITDA and (iii) Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.12;

“Consolidated First Lien Secured Debt” shall mean Consolidated Total Debt as of such date that is not Subordinated Indebtedness and is secured by a Lien on the Collateral on an equal priority basis (but without regard to the control of remedies) with Liens on the Collateral securing the Obligations and/or the Term Loan Obligations that are secured by Term Priority Collateral on a senior secured basis to the security on such Collateral securing the Obligations;

“Consolidated Interest Expense” shall mean, with respect to any Person and its Restricted Subsidiaries for any period, the sum, without duplication, of:

provided, the following shall in all cases be excluded from Consolidated Interest Expense:

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For purposes of this definition, interest on a Capitalized Lease Obligation shall 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 IFRS;

“Consolidated Net Income” shall mean, with respect to any Person and its Restricted Subsidiaries for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with IFRS; provided that, without duplication,

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- 30 -

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In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries in any period, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance;

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“Consolidated Total Assets” shall mean, as of any date of determination, the amount that would, in conformity with IFRS, be set forth opposite the caption “total assets” (or any like caption) on the most recent consolidated balance sheet of CGI Borrower and its Restricted Subsidiaries at such date (and, in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including any property or assets being acquired and excluding any assets being disposed of in connection therewith);

“Consolidated Total Debt” shall mean, as at any date of determination, an amount equal to the sum of (a) the aggregate principal amount of all outstanding Indebtedness (excluding any revolving loans, including the Revolving Loans under this Agreement and the revolving loans under the Term Loan Credit Documents (if any), reflected on the consolidated balance sheet of the CGI Borrower) of CGI Borrower and the Restricted Subsidiaries that would be reflected on a consolidated balance sheet (but excluding the notes thereto) prepared as of such date on a consolidated basis in accordance with IFRS (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any Permitted Acquisition or any other acquisition permitted under this Agreement) consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations and debt obligations evidenced by promissory notes and similar instruments (and excluding, for the avoidance of doubt, Hedging Obligations); plus (b) the Average Revolver Debt; provided that Consolidated Total Debt shall not include (x) Letters of Credit or any other letter of credit, except, solely with respect to any standby Letter of Credit or other standby letter of credit, to the extent of unreimbursed obligations in respect of any such drawn standby Letter of Credit or other standby letter of credit; provided that any unreimbursed obligations in respect of any such drawn standby Letter of Credit or other standby letter of credit shall not be included as Consolidated Total Debt until one (1) Business Day after such amount is drawn and solely to the extent that a reimbursement obligation is then due and payable or (y) any Holdings Subordinate Debt;

“Contingent Obligations” shall mean, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends, or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (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 (iii) to purchase property, securities, or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof;

“Contractual Requirement” shall mean, 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;

“Cost” shall mean the cost of manufacturing or acquiring the Credit Parties’ Inventory as determined in accordance with CGI Borrower’s accounting policies as in effect on the Closing Date and as reported on the Credit Parties’ stock ledger, as such policy may be modified with the consent of the Administrative Agent, whose consent will not be unreasonably withheld;

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“Credit Card Advance Rate” shall mean:

“Credit Card Notification” shall have the meaning provided in Section 10.9(c)(i);

“Credit Card Receivables” shall mean each Account, together with all income, payments and proceeds thereof, owed by a major credit or debit card issuer or processor (including, but not limited to, JCB, VISA, Mastercard, American Express, Diners Club, DiscoverCard, Interlink, NYCE, Star/Mac, Tyme, Pulse, Accel, AFF, Shazam, CU244, Alaska Option and Maestro and such other issuers or processors approved by the Administrative Agent (such approval not to be unreasonably withheld)) to a Borrowing Base Party resulting from charges by a customer of a Borrowing Base Party on credit or debit cards in connection with the sale of goods by a Borrowing Base Party, or services performed by a Borrowing Base Party, in each case in the ordinary course of its business;

“Credit Documents” shall mean this Agreement, each Joinder Agreement, the Guarantees, the Security Documents, and any promissory notes issued by a Borrower pursuant hereto and any other document, agreement or letter agreed in writing by the Borrower Representative and the Administrative Agent to be a Credit Document;

“Credit Enhanced Eligible Trade Receivables” shall mean any Eligible Trade Receivable owing to a Borrowing Base Party that (A) is insured by a Person reasonably acceptable to the Administrative Agent or (B) that is due from an account debtor whose long-term unsecured indebtedness has an Investment Grade Rating and, if requested by the Administrative Agent, evidence reasonably acceptable to the Administrative Agent of such rating has been provided to the Administrative Agent by the Borrower Representative; provided that Credit Enhanced Eligible Trade Receivables of a Borrowing Base Party under clause (B) shall include investment grade Eligible Trade Receivables from (x) account debtors located in Canada, the United States and the United Kingdom, (y) specific account debtors as are consented to by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), located outside Canada, the United States and the United Kingdom, and (z) account debtors located in such jurisdictions (other than Canada, the United States and the United Kingdom) as are consented to by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned);

“Credit Event” shall mean and include the making (but not the conversion or continuation) of a Loan and the issuance of a Letter of Credit;

“Credit Facilities” shall mean, collectively, each category of Commitments and each extension of credit hereunder;

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“Credit Facility” shall mean a category of Commitments and extensions of credit thereunder;

“Credit Party” shall mean Holdings, the Borrowers, and the other Guarantors;

“Cure Amount” shall have the meaning provided in Section 12.15;

“Cure Expiration Date” shall have the meaning provided in Section 12.15;

“Cure Right” shall have the meaning provided in Section 12.15;

“Customer Credit Liabilities” shall mean, at any time, the aggregate remaining balance reflected on the books and records of the Borrowing Base Parties at such time of (a) outstanding gift certificates and gift cards of the Borrowing Base Parties entitling the holder thereof to use all or a portion of the gift certificate or gift card to pay all or a portion of the purchase price for any Inventory, and (b) outstanding merchandise credits and customer deposits of the Borrowing Base Parties;

“Customs Broker Agreement” shall mean an agreement substantially in the form attached hereto as Exhibit C-1 (Customs Broker Agreement – U.S. Credit Parties) with respect to any U.S. Credit Party or as Exhibit C-2 (Customs Broker Agreement—Canadian Credit Parties) with respect to any Canadian Credit Party, or any other agreement otherwise in form and substance reasonably satisfactory to the Administrative Agent, among a Borrowing Base Party, a customs broker, NVOCC or carrier, and the Administrative Agent, in which the customs broker, NVOCC or carrier acknowledges that it has control over and holds the documents evidencing ownership of the subject Inventory or other property for the benefit of the Administrative Agent, and agrees, upon notice from the Administrative Agent (which notice shall be delivered only upon the occurrence and during the continuance of an Event of Default), to hold and dispose of the subject Inventory and other property solely as directed by the Administrative Agent;

“DDAs” shall mean any checking, savings or other deposit account maintained by the Credit Parties;

“Debt Service Charges” shall mean, with respect to any Person and its Restricted Subsidiaries for any period, the sum of (a) Consolidated Interest Expense of such Person and its Restricted Subsidiaries paid or required to be paid in cash during such period, plus (b) scheduled amortization payments of principal made or required to be made (after giving effect to any prepayments paid in cash prior to the applicable Test Period that reduce the amount of such required payments) on account of Indebtedness for borrowed money (excluding the Obligations, any such obligations with respect to the Holdings Subordinate Debt, payments to reimburse any drawings under any commercial letters of credit, and any payments on Indebtedness required to be made on the final maturity date thereof, but including Capitalized Lease Obligations) for such period, plus (c) scheduled mandatory payments on account of Disqualified Stock (whether in the nature of dividends, redemption, repurchase or otherwise) required to be made in cash during such period;

“Default” shall mean any event, act, or condition set forth in Article 12 that with notice or lapse of time, or both, as set forth in such Article 12 would constitute an Event of Default;

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provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default;

“Default Rate” shall have the meaning provided in Section 2.8(f);

“Defaulting Lender” shall mean any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of Lender Default;

“Designated Account” shall have the meaning provided in Section 10.9(e);

“Designated Non-Cash Consideration” shall mean the Fair Market Value of non-cash consideration received by CGI Borrower or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of an Authorized Officer of the Borrower Representative, setting forth the basis of such valuation, executed by either a senior vice president or the principal financial officer of the Borrower Representative, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of, or collection on, or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 11.4;

“Dilution Percent” shall mean, for any period, that percentage reasonably determined by the Administrative Agent in its Permitted Discretion by dividing (a) the amount of charge-offs, returns of goods purchased from the Borrowing Base Parties and any other non-cash reductions to trade receivables during such period which had, at the time of sale, resulted in the creation of a trade receivable, by (b) the amount of sales (exclusive of sales and other similar taxes) of the Borrowing Base Parties during such period;

“Dilution Reserves” shall mean a Borrowing Base Reserve in amounts established by the Administrative Agent from time to time in its Permitted Discretion as being appropriate to reflect that the Dilution Percent is or is reasonably anticipated to be greater than five percent (5%);

“disposition” shall have the meaning assigned such term in clause (i) of the definition of Asset Sale;

“Disqualified Lenders” shall mean (i) those banks, financial institutions or other Persons separately identified in writing by CGI Borrower, the Sponsor or any of their respective Affiliates to the Agents prior to the Closing Date or as otherwise agreed by the Borrower Representative and the Administrative Agent after the Closing Date, and any Affiliates of such banks, financial institutions or other Persons; provided that no such identification after the Closing Date shall apply retroactively to disqualify any Person that has previously acquired an assignment or participation interest in any of the Loans with respect to such previously acquired participation interest or Loans, (ii) competitors (or Affiliates thereof) of CGI Borrower or any of its Subsidiaries, and (iii) Excluded Affiliates;

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“Disqualified Stock” shall mean, 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 putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely for Qualified Stock), other than as a result of a change of control, asset sale, or similar event, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely for Qualified Stock), other than as a result of a change of control, asset sale, or similar event, in whole or in part, in each case, prior to the date that is 91 days after the Revolving Credit Maturity Date hereunder; provided that if such Capital Stock is issued to any plan for the benefit of employees of CGI Borrower or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by CGI Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death, or disability;

“Distressed Person” shall have the meaning assigned such term in the definition of Lender-Related Distress Event;

“Dollars” and “$” shall mean Canadian dollars;

“Draft” has the meaning set forth in Section 5.1(a);

“DTR Note” shall mean the promissory note issued by DTR LLC in favor of Holdings, dated as of the Second Closing Date;

“Dutch Priority Payable Reserve” shall mean, without duplication of any other Borrowing Base Reserves with respect to any Collateral located in The Netherlands, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion (in accordance with and subject to the limitations of Section 2.19) as being appropriate to reflect any amounts secured by any Liens on Collateral located in The Netherlands included in the Borrowing Base or the FILO Borrowing Base, as applicable, choate, or inchoate, which rank or are capable of ranking in priority to, or pari passu with, the Liens of the Administrative Agent (including, as the case may be, the Administrative Agent’s estimate of amounts owed with respect to an asset which is subject to a conditional sale or hire purchase agreement, Lien or retention of title arrangement) and/or any amounts which may represent costs relating to the enforcement of the Administrative Agent’s Liens;

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway;

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution;

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“Eligible Cash” shall mean, as of the date of determination thereof, without duplication, cash of a Borrowing Base Party, that is either:

“Eligible Credit Card Receivables” shall mean, at the time of any determination thereof, each Credit Card Receivable that is not ineligible for inclusion in the calculation of the Borrowing Base and, commencing with the Sixth Closing Date and until and excluding the FILO Credit Termination Date, the FILO Borrowing Base, pursuant to any of clauses (a) through (h) below (without duplication of any Borrowing Base Reserves established by the Administrative Agent). None of the following shall constitute an Eligible Credit Card Receivable, unless otherwise agreed by the Administrative Agent:

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“Eligible In-Transit Inventory” shall mean, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory of a Borrowing Base Party:

in each case, unless otherwise agreed by the Administrative Agent in its Permitted Discretion; provided, that Eligible In-Transit Inventory shall not include Inventory accounted for as “in-transit” by the Borrowers by virtue of such Inventory’s being in-transit between the Credit Parties’ locations or in storage trailers at the Credit Parties’ locations;

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“Eligible Inventory” shall mean, as of the date of determination thereof, without duplication, (i) Eligible In-Transit Inventory, and (ii) items of Inventory of a Borrowing Base Party (other than Eligible In-Transit Inventory) that are raw materials or work-in-process or are finished goods, merchantable and readily saleable to the public in the ordinary course, in each case that, except as otherwise agreed by the Administrative Agent, (x) comply in all material respects with each of the representations and warranties respecting Inventory made by a Borrowing Base Party in the Credit Documents and (y) are not excluded as ineligible by virtue of one or more of the criteria set forth in clauses (a) through (i) below (without duplication of any Borrowing Base Reserves established by the Administrative Agent). Except as otherwise agreed by the Administrative Agent, the following items of Inventory shall not be included in Eligible Inventory:

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“Eligible Letter of Credit” shall mean, as of any date of determination thereof, a commercial Letter of Credit which supports the full purchase price of Inventory (other than In-Transit Inventory), (a) which Inventory does not constitute Eligible In-Transit Inventory and for which no Acceptable BOL or other documents of title have then been issued; (b) which commercial Letter of Credit (i) has an expiry, subject to the proviso hereto, that is 90 days or fewer from the date of determination, provided that ninety percent (90%) of the maximum Stated Amount of all such commercial Letters of Credit shall not, at any time, have an expiry greater than 90 days after the original date of issuance of such commercial Letter of Credit, and (ii) provides that such commercial Letter of Credit may be drawn only after the Inventory is completed and after an Acceptable BOL (or other document of title acceptable to the Administrative Agent in its Permitted Discretion) has been issued for such Inventory; and (c) with respect to the Inventory to be purchased with such commercial Letter of Credit, such Inventory would satisfy all of the requirements for Eligible In-Transit Inventory other than the requirement set forth in clause (e) of the definition of the term herein;

“Eligible NVOCC” shall mean, with respect to any In-Transit Inventory, an NVOCC for such In-Transit Inventory that (i) is not an Affiliate of a Borrowing Base Party or the applicable vendor and is otherwise reasonably acceptable to the Administrative Agent; (ii) is engaged by a Borrowing Base Party as freight forwarder with respect to such In-Transit Inventory; (iii) has received from the carrier a tangible bill of lading with respect to such In-Transit Inventory that names such NVOCC as consignee; (iv) has issued an Acceptable BOL to the order of a Borrowing Base Party in respect of such In-Transit Inventory; and (v) has entered into a Customs Broker Agreement which is then in effect;

“Eligible Trade Receivables” shall mean, as of any date of determination thereof, Accounts arising from the sale of a Borrowing Base Party’s Inventory (other than those consisting of Credit Card Receivables) or other goods, or rendition of services by a Borrowing Base Party, that satisfy the following criteria: such Account (i) represents the bona fide amounts due to a Borrowing Base Party from an account debtor, and in each case originated in the ordinary course of business of such Borrowing Base Party, and

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(ii) is not ineligible for inclusion in the calculation of the Borrowing Base and, commencing with the Sixth Closing Date and until and excluding the FILO Credit Termination Date, the FILO Borrowing Base pursuant to any of clauses (a) through (s) below (without duplication of any Borrowing Base Reserves established by the Administrative Agent). None of the following shall constitute an Eligible Trade Receivable, unless otherwise agreed by the Administrative Agent:

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“Environmental Claims” shall mean any and all actions, suits, orders, decrees, demand letters, claims, notices of noncompliance or potential responsibility or violation, or proceedings pursuant to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereinafter, “Claims”), including, without limitation, (i) any and all Claims by governmental or regulatory 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 relating to the presence Release or threatened Release of Hazardous Materials or arising from alleged injury or threat of injury to health or safety (to the extent relating to human exposure to Hazardous Materials), or the environment including, without limitation, ambient air, indoor air, surface water, groundwater, soil, land surface and subsurface strata, and natural resources such as wetlands;

“Environmental Law” shall mean any applicable federal, state, provincial, foreign, municipal or local statute, law, rule, regulation, ordinance, code, and rule of common law now or hereafter in effect, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree, or judgment, relating to pollution or protection of the environment, including, without limitation, ambient air, indoor air, surface water, groundwater, soil, land surface and subsurface strata and natural resources such as flora, fauna, or wetlands, or protection of human health or safety (to the extent relating to human exposure to Hazardous Materials) and including those relating to the generation, storage, treatment, transport, Release, or threat of Release of Hazardous Materials;

“Equity Interest” shall mean Capital Stock and all warrants, options, or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock;

“Equivalent Amount” means with respect to any two currencies, the amount obtained in one such currency when an amount in the other currency is translated into the first currency using the Bank of Canada closing rate on the previous Business Day with respect to which such computation is required for the purpose of this Agreement;

“ERISA” shall mean the Employee Retirement Income Security Act of 1974;

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“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with any Credit Party, is treated as a single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code);

“ERISA Event” shall mean (i) the failure of any Plan to comply with any provisions of ERISA and/or the Code or with the terms of such Plan; (ii) any Reportable Event; (iii) the existence with respect to any Plan of a non-exempt Prohibited Transaction; (iv) any failure by any U.S. Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such U.S. Pension Plan, whether or not waived; (v) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any U.S. Pension Plan; (vi) the occurrence of any event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any U.S. Pension Plan or the incurrence by any Credit Party or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any U.S. Pension Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any U.S. Pension Plan; (vii) the receipt by any Credit Party or any of its ERISA Affiliates from the PBGC or a plan administrator of any written notice to terminate any U.S. Pension Plan or to appoint a trustee to administer any U.S. Pension Plan under Section 4042 of ERISA; (viii) the incurrence by any Credit Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any U.S. Pension Plan (or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA) or Multiemployer Plan; or (ix) the receipt by any Credit Party or any of its ERISA Affiliates of any notice concerning the imposition on it of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, Insolvent or in Reorganization, or terminated (within the meaning of Section 4041A of ERISA);

“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;

“EURIBOR” shall mean, for any Interest Period in relation to a EURIBOR Loan, a rate of interest per annum reasonably determined by the Administrative Agent equal to:

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If any of the foregoing produce rate per annum for EURIBOR that is less than zero, EURIBOR shall be deemed zero;

“EURIBOR Loan” means a Loan made by a Lender to Swiss Borrower in Euros in accordance with the provisions hereof, bearing interest by reference to the EURIBOR;

“Euro” or “€” means the single currency of Participating Member States;

“European Base Rate” shall mean, with respect to Euros funded outside of the United States, the LIBO Rate as of 11:00 a.m. (London time) on the first Business Day in each month for a one (1) month period, 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. Any change in such rate shall take effect at the opening of business on the day of such change. If such European Base Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement;

“European Base Rate Loan” shall mean a Loan made to Swiss Borrower denominated in Euros and bearing interest at a rate based on the European Base Rate;

“Event of Default” shall have the meaning provided in Article 12;

“Excess Availability” shall mean, at any time, an amount equal to:

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“Exchange Act” shall mean the Securities Exchange Act of 1934;

“Excluded Affiliate” shall mean any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital;

“Excluded Contribution” shall mean net cash proceeds, the Fair Market Value of marketable securities, or the Fair Market Value of Qualified Proceeds received by CGI Borrower from (i) contributions to its common equity capital, and (ii) the sale (other than to a Subsidiary of CGI Borrower or to any management equity plan or equity option plan or any other management or employee benefit plan or agreement of CGI Borrower) of Capital Stock (other than Disqualified Stock) of CGI Borrower, in each case designated as Excluded Contributions pursuant to an officer’s certificate executed by either a senior vice president or the principal financial officer of the Borrower Representative on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be;

“Excluded DDAs” shall have the meaning provided in Section 10.9(e);

“Excluded Property” shall have the meaning set forth in each Security Document containing a definition of “Excluded Property” solely with respect to the property of each Credit Party that is a party thereto;

“Excluded Stock and Stock Equivalents” shall mean (i) any Capital Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower Representative, the burden or cost or other consequences of pledging such Capital Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) any Capital Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law or any Contractual Requirement (including any legally effective requirement to obtain the consent or approval of, or a license from, any Governmental Authority or any other third party unless such consent, approval or license has been obtained (it being understood that the foregoing shall not be deemed to obligate CGI Borrower or any Subsidiary to obtain any such consent, approval or license)), (iii) in the case of (A) any Capital Stock or Stock Equivalents of any Subsidiary to the extent such Capital Stock or Stock Equivalents are subject to a Lien permitted by clause (h) or (i) of the definition of Permitted Lien or (B) any Capital Stock or Stock Equivalents of any Subsidiary that is not a Wholly-Owned Subsidiary of CGI Borrower and its Restricted Subsidiaries, any Capital Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (I) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (II) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (II) shall not apply if (x) such other party is a Credit Party or Wholly-Owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate CGI Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (III) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or Wholly-Owned Subsidiary) to any contract, agreement, instrument, or indenture governing such Capital Stock or Stock Equivalents the right to terminate its obligations thereunder (other

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than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (iv) any Capital Stock or Stock Equivalents of any Subsidiary to the extent that the pledge of such Capital Stock or Stock Equivalents would result in materially adverse tax consequences to CGI Borrower or any Subsidiary as reasonably determined by the Borrower Representative in consultation with the Administrative Agent, (v) any Capital Stock or Stock Equivalents that are margin stock, and (vi) any Capital Stock and Stock Equivalents of any Subsidiary that is not a Material Subsidiary or is an Unrestricted Subsidiary, a Captive Insurance Subsidiary, a Broker-Dealer Subsidiary, a not-for-profit Subsidiary, an SPV, or any special purpose entity; provided that Excluded Stock and Stock Equivalents shall not include proceeds of the foregoing property to the extent otherwise constituting Collateral;

“Excluded Subsidiary” shall mean (i) each Subsidiary, in each case, for so long as any such Subsidiary does not constitute a Material Subsidiary, (ii) each Subsidiary that is not a Wholly-Owned Subsidiary on any date such Subsidiary would otherwise be required to become a Guarantor pursuant to the requirements of Section 10.11 (for so long as such Subsidiary remains a non-Wholly-Owned Restricted Subsidiary), (iii) any Foreign Subsidiary formed in any jurisdiction other than in Switzerland or the United Kingdom; (iv) each Subsidiary that is prohibited by any applicable Contractual Requirement (so long as, with respect to any Subsidiary acquired after the Closing Date, the prohibition is not created in contemplation of such transaction) or Requirement of Law (for the avoidance of doubt, including any such prohibition due to any approval, consent, license or authorization of any Governmental Authority not being obtained) from guaranteeing or granting Liens to secure the Obligations at the time such Subsidiary becomes a Restricted Subsidiary (and for so long as such restriction or any replacement or renewal thereof is in effect), (v) each Subsidiary with respect to which, as reasonably determined by CGI Borrower, the consequence of providing a Guarantee of the Obligations would adversely affect the ability of CGI Borrower and its Subsidiaries to satisfy applicable Requirements of Law, (vi) any other Subsidiary with respect to which, (a) in the reasonable judgment of the Administrative Agent and Borrower Representative, the burden or cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (b) providing such a Guarantee would result in material adverse tax consequences as reasonably determined by the Borrower Representative in consultation with the Administrative Agent, (vii) each Unrestricted Subsidiary, (viii) each other Subsidiary acquired pursuant to a Permitted Acquisition or other Investment permitted hereunder and financed with assumed secured Indebtedness, and each Restricted Subsidiary acquired in such Permitted Acquisition or other Investment permitted hereunder that guarantees such Indebtedness, in each case to the extent that, and for so long as, the documentation relating to such Indebtedness to which such Subsidiary is a party prohibits such Subsidiary from guaranteeing the Obligations and such prohibition was not created in contemplation of such Permitted Acquisition or other Investment permitted hereunder, (ix) any special-purpose entities and/or joint ventures, (x) any not-for-profit Subsidiary, (xi) any Captive Insurance Subsidiary, (xii) any Broker-Dealer Subsidiary and (xiii) each other Subsidiary designated as an Excluded Subsidiary by the Borrower Representative and the Administrative Agent in writing;

“Excluded Swap Obligation” shall mean, with respect to any Credit Party, (i) any Swap Obligation if, and to the extent that, all or a portion of the Obligations of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap Obligation (or any Obligations thereof) is or becomes illegal or unlawful under the

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Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) or (ii) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Credit Party as specified in any agreement between the relevant Credit Parties and Hedge Bank counterparty to such Swap Obligation. 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 Obligation or security interest is or becomes illegal or unlawful;

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, (i) Taxes imposed on or measured by its overall net income, net profits, or branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding in respect thereof under Section 3406 of the Code), and franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdiction (including any political subdivision thereof) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other than any such connection arising solely from this Agreement or any other Credit Documents or any transactions contemplated thereunder), or (ii) any withholding Taxes attributable to a recipient’s failure to comply with Section 6.4(e);

“Existing Class” shall have the meaning provided in Section 2.15(a);

“Existing Credit Agreement” shall have the meaning provided in the preamble to this Agreement;

“Existing Revolving Credit Commitment” shall have the meaning provided in Section 2.15(a);

“Existing Revolving Credit Loans” shall have the meaning provided in Section 2.15(a);

“Expiring Credit Commitment” shall have the meaning provided in Section 2.1(d);

“Extended Revolving Credit Commitments” shall have the meaning provided in Section 2.15(a);

“Extended Revolving Credit Loans” shall have the meaning provided in Section 2.15(a);

“Extended Revolving Loan Maturity Date” shall mean the date on which any Class of Extended Revolving Credit Loans matures;

“Extending Lender” shall have the meaning provided in Section 2.15(b);

“Extension” shall mean the establishment of an Extension Series by amending a Loan or Commitment pursuant to Section 2.15 and the applicable Extension Amendment;

“Extension Amendment” shall have the meaning provided in Section 2.15(c);

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“Extension Date” shall have the meaning provided in Section 2.15(d);

“Extension Election” shall have the meaning provided in Section 2.15(b);

“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 Borrower Representative’s sole discretion) of any or all applicable Classes be submitted for Extension;

“Extension Request” shall have the meaning provided in Section 2.15(a);

“Extension Series” shall mean all Extended Revolving Credit Commitments that are established pursuant to the same Extension Amendment (or any subsequent Extension Amendment to the extent such Extension Amendment expressly provides that the Extended Revolving Credit Commitments provided for therein are intended to be a part of any previously established Extension Series);

“Fair Market Value” shall mean with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined in good faith by the Borrower Representative;

“FATCA” shall mean (a) Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations or official interpretations thereof, (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction with the purpose (in either case) of facilitating the implementation of clause (a) above, or (c) any agreement pursuant to the implementation of clause (a) or clause (b) above with the United States Internal Revenue Service, the United States government or any governmental or taxation authority in the United States;

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the per annum rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published on the next succeeding Business Day by the Federal Reserve Bank of New York; provided that (i) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate charged to Canadian Imperial Bank of Commerce on such day on such transactions as determined by the Administrative Agent;

“Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.1;

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“FILO Borrowing Base” shall mean the aggregate of the FILO CGI Borrowing Base and the FILO Swiss Borrowing Base (the FILO Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 10.1(i), as adjusted to give effect to Borrowing Base Reserves (in accordance with and subject to the limitations of Section 2.19) following such delivery);

“FILO CGI Borrowing Base” shall mean, at any time of calculation, an amount in Dollars (or the Equivalent Amount in Dollars of any amount in a currency other than Dollars) equal to:

The FILO CGI Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 10.1(i), in respect of the FILO CGI Borrowing Base, as adjusted to give effect to Borrowing Base Reserves to the extent applicable to, and to the assets of, the

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CGI Borrowing Base Parties (in accordance with and subject to the limitations of Section 2.19) following such delivery.

Notwithstanding the foregoing, for purposes of this definition and the definition of “Pro Forma Availability Condition,” no Accounts or Inventory being acquired pursuant to a Permitted Acquisition or permitted Investment will be included in the FILO CGI Borrowing Base unless (i) the Administrative Agent, in its Permitted Discretion, confirms that such Accounts or Inventory conform to standards of eligibility in accordance with this Agreement, and (ii) to the extent required by the Administrative Agent, an audit of such Accounts and an appraisal of such Inventory is conducted and then only so long as such Accounts or Inventory, as the case may be, would otherwise satisfy the applicable eligibility criteria (it being understood that such audit or appraisal shall be conducted at CGI Borrower’s expense and shall not be counted for purposes of Section 10.2); provided, that until the earlier of (x) 45 days following the date on which a Permitted Acquisition or other permitted Investment is consummated (or such longer period as agreed to by the Administrative Agent in its Permitted Discretion) and (y) the date on which the requirements of clauses (i) and (ii) above are satisfied with respect to Accounts and Inventory being acquired in such Permitted Acquisition or other permitted Investment, an amount of such Accounts not to exceed $5,000,000 in the aggregate and such Inventory not to exceed $5,000,000 in the aggregate, that would otherwise constitute Eligible Credit Card Receivables, Eligible Trade Receivables, Eligible Inventory, Eligible In-Transit Inventory or Eligible Letter of Credit Inventory as shall be agreed upon between the Borrower Representative and the Administrative Agent in its Permitted Discretion shall be included in the FILO CGI Borrowing Base (including, with respect to the definition of “Pro Forma Availability Condition” for purposes of computing aggregate Excess Availability on a Pro Forma Basis as provided therein);

“FILO Commitment Fee” shall have the meaning provided in Section 4.1(b);

“FILO Commitment Fee Rate” shall mean a rate per annum set forth in the table below, based on the Average Revolving Loan Utilization with respect to FILO Credit Commitments as of the most recent Adjustment Date:

“FILO Credit Commitment” shall mean, as to each Lender, its obligation to make FILO Credit Loans to the Borrowers pursuant to Section 2.1A, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.1(a) under the caption FILO Credit Commitment or in the Assignment and Acceptance 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 (including Section 2.14 and Section 2.15). The aggregate FILO Credit Commitment of all Lenders on the Sixth Closing Date shall be $50,000,000, as such amount may be adjusted from time to time in accordance with the terms of this Agreement;

“FILO Credit Commitment Obligations” means all Obligations owing to Lenders pursuant to the FILO Credit Commitment;

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“FILO Credit Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (i) such Lender’s FILO Credit Commitments at such time by (ii) the amount of the aggregate of all FILO Credit Commitments at such time; provided that at any time when the FILO Credit Commitments shall have been terminated, each Lender’s FILO Credit Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s Revolving Credit Exposure with respect to the FILO Credit Commitments and FILO Credit Loans at such time by (b) the Revolving Credit Exposure of all Lenders with respect to the FILO Credit Commitments and FILO Credit Loans at such time;

“FILO Credit Line Cap” shall mean, at any time of determination, the FILO Credit Commitment;

“FILO Credit Loan” shall have the meaning provided in Section 2.1A;

“FILO Credit Maturity Date” shall mean May 25, 2021;

“FILO Credit Termination Date” shall mean the date on which the FILO Credit Commitments shall have terminated, no FILO Credit Loans shall be outstanding and any Banker’s Acceptances or BA Equivalent Notes issued pursuant thereto shall have been reduced to zero or Cash Collateralized;

“FILO Incremental Amount” shall mean, at any date of determination, the difference of (a) the FILO Borrowing Base minus (b) the Borrowing Base (without subtracting the FILO Push-Down Amount under clause (h) of the CGI Borrowing Base);

“FILO Maximum In-Transit Inventory Amount” is, in aggregate for CGI Borrower and Swiss Borrower, an amount up to $55,000,000;

“FILO Push-Down Amount” shall mean, at any date of determination, an amount equal to the difference of (a) the aggregate principal amount of FILO Credit Commitments then-existing minus (b) the FILO Incremental Amount;

“FILO Swiss Borrowing Base” shall mean, at any time of calculation, an amount in Dollars (or the Equivalent Amount in Dollars of any amount in a currency other than Dollars) equal to:

plus

plus

plus

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plus

plus

minus

The FILO Swiss Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 10.1(i), in respect of the FILO Swiss Borrowing Base, as adjusted to give effect to Borrowing Base Reserves to the extent applicable to, or to the assets of, the Swiss Borrowing Base Parties (in accordance with and subject to the limitations of Section 2.19) following such delivery.

Notwithstanding the foregoing, for purposes of this definition and the definition of “Pro Forma Availability Condition,” no Accounts or Inventory being acquired pursuant to a Permitted Acquisition or permitted Investment will be included in the FILO Swiss Borrowing Base unless (i) the Administrative Agent, in its Permitted Discretion, confirms that such Accounts or Inventory conform to standards of eligibility in accordance with this Agreement, and (ii) to the extent required by the Administrative Agent, an audit of such Accounts and an appraisal of such Inventory is conducted and then only so long as such Accounts or Inventory, as the case may be, would otherwise satisfy the applicable eligibility criteria (it being understood that such audit or appraisal shall be conducted at the Swiss Borrower’s expense and shall not be counted for purposes of Section 10.2); provided, that until the earlier of (x) 45 days following the date on which a Permitted Acquisition or other permitted Investment is consummated (or such longer period as agreed to by the Administrative Agent in its Permitted Discretion) and (y) the date on which the requirements of clauses (i) and (ii) above are satisfied with respect to Accounts and Inventory being acquired in such Permitted Acquisition or other permitted Investment, an amount of such Accounts not to exceed $5,000,000 in the aggregate and

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such Inventory not to exceed $5,000,000 in the aggregate, that would otherwise constitute Eligible Credit Card Receivables, Eligible Trade Receivables, Eligible Inventory, Eligible In-Transit Inventory or Eligible Letters of Credit as shall be agreed upon between the Borrower Representative and the Administrative Agent in its Permitted Discretion shall be included in the FILO Swiss Borrowing Base (including, with respect to the definition of “Pro Forma Availability Condition” for purposes of computing aggregate Excess Availability on a Pro Forma Basis as provided therein);

“Financial Covenant Trigger Event” shall have the meaning provided in Section 11.11;

“Financial Officer” shall mean, with respect to any Credit Party, the Chief Financial Officer, Chief Operating Officer, the Vice President of Finance, Treasurer, Assistant Treasurer, Controller or Assistant Controller of such Credit Party;

“First Lien Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated First Lien Secured Debt as of such date of determination, minus cash and Cash Equivalents (in each case, free and clear of all Liens other than Permitted Liens) of CGI Borrower and the Restricted Subsidiaries (other than the proceeds of any Indebtedness then being incurred and giving rise to the need to calculate the First Lien Net Leverage Ratio) to (ii) Consolidated EBITDA of CGI Borrower for the Test Period then last ended;

“Fixed Amounts” shall have the meaning provided in Section 1.11(b).

“Fixed Charge Coverage Ratio” shall mean, as of any date of determination, the ratio of (i)(x) Consolidated EBITDA of CGI Borrower and its Restricted Subsidiaries minus (y) Capital Expenditures paid in cash during such period and which are not financed with Indebtedness borrowed (excluding Borrowings under this Agreement) by any Credit Party or any Subsidiary in connection with such Capital Expenditures minus (z) federal, state and foreign income Taxes paid in cash (net of refunds received during such Test Period) by CGI Borrower and its Restricted Subsidiaries, in each case, for the Test Period then last ended to (ii) Debt Service Charges of CGI Borrower and its Restricted Subsidiaries payable in cash for such Test Period;

“Fixed Charges” shall mean, with respect to any Person and its Restricted Subsidiaries for any period, the sum of:

“Foreign Guarantor” shall mean each Credit Party that is not existing under the laws of Canada or any province or territory thereof or under the laws of the United States or any state therein;

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“Foreign Guarantor Release Event” shall mean, as to any Foreign Guarantor and any other Guarantor that is a Foreign Subsidiary, satisfaction of each of the following conditions: (i) the Guarantee provided by the applicable Foreign Guarantor or such other Guarantor that is a Foreign Subsidiary (x) is prohibited by applicable law, rule or regulation or (y) would result in an adverse tax consequence to any Borrower or any of its Subsidiaries; (ii) the Borrower Representative shall have provided the Administrative Agent at least five (5) Business Days’ notice that an event under clause (i) above has occurred and the Borrowers desire to have such Guarantor released as a Guarantor; and (iii) the Payment Conditions shall be satisfied immediately after giving effect to such release on a Pro Forma Basis;

“Foreign Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by a Credit Party or any of its Subsidiaries with respect to employees employed outside of the United States or Canada, other than any state social security arrangements or other benefits required to be provided under applicable law;

“Foreign Plan Event” shall mean, with respect to any Foreign Plan, (i) substantial non- compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders; (ii) failure to be maintained, where required, in good standing with applicable regulatory authorities; (iii) any obligation of any Credit Party or its Subsidiaries in connection with the termination or partial termination of, or withdrawal from, any such Foreign Plan; (iv) any Lien on the property of any Credit Party or its Subsidiaries in favor of a Governmental Authority as a result of any action or inaction regarding such a Foreign Plan; (v) for each such Foreign Plan which is a funded or insured plan, failure to be funded or insured on an ongoing basis to the extent required by applicable non-U.S. law (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities) or (vi) failure to make all contributions in a timely manner to the extent required by applicable law;

“Foreign Subsidiary” shall mean each Subsidiary of CGI Borrower that is not a Canadian Subsidiary or a U.S. Subsidiary;

“Fourth Closing Date” means May 10, 2019;

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (i) with respect to the Letter of Credit Issuer, such Defaulting Lender’s Revolving Credit Commitment 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 (ii) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof;

“Fronting Fee” shall have the meaning provided in Section 4.1(e);

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“FSCO” shall mean the Financial Services Commission of Ontario and any Person succeeding to the functions thereof and includes the Superintendent under such statute and any other Governmental Authority empowered or created by the Supplemental Pension Plans Act (Quebec) or the Pension Benefits Act (Ontario) or any Governmental Authority of any other Canadian jurisdiction exercising similar functions in respect of any Canadian Pension Plan of any Canadian Credit Party and any Governmental Authority succeeding to the functions thereof;

“Fund” shall mean any Person (other than a natural Person) that is engaged or advises funds or other investment vehicles that are engaged in making, purchasing, holding, or investing in commercial loans and similar extensions of credit in the ordinary course;

“Funded Debt” shall mean all Indebtedness of CGI Borrower and the 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 CGI Borrower or any Restricted Subsidiary, to a date more than one year from the date of its creation 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 all amounts of such Funded Debt required to be paid or prepaid within one year from the date of its creation), and, in the case of the Credit Parties, Indebtedness in respect of the Loans;

“GAAP” shall mean generally accepted accounting principles in Canada, as in effect from time to time;

“Governmental Authority” shall mean any nation, sovereign, or government, any state, province, territory, or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, taxing, regulatory, or administrative functions of or pertaining to government, including a central bank or stock exchange;

“Granting Lender” shall have the meaning provided in Section 14.6(g);

“guarantee obligations” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any primary obligor in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (a) for the purchase or payment of any such Indebtedness 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, (iii) to purchase property, securities, or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness, or (iv) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, however, that the term guarantee obligations shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations or product warranties in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any guarantee obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such guarantee obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith;

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“Guarantees” shall mean, collectively, (i) the Guarantee made by Holdings and each other Credit Party on the Closing Date in favor of the Administrative Agent for the benefit of the Secured Parties and (ii) any other guarantee of the Obligations made by a Restricted Subsidiary in form and substance reasonably acceptable to the Administrative Agent and the Borrower Representative;

“Guarantors” shall mean (i) each Subsidiary of CGI Borrower that is party to the Guarantee on the Closing Date, (ii) each Subsidiary of CGI Borrower that becomes a party to the Guarantee after the Closing Date pursuant to Section 10.11 or otherwise, and (iii) Holdings; provided, for the avoidance of doubt, (x) no Excluded Subsidiary shall be a Guarantor until and unless it ceases to be an Excluded Subsidiary, and (y) the Borrower Representative may cause any Restricted Subsidiary that is not a Guarantor to guarantee the Obligations by causing such Restricted Subsidiary to become a Guarantor under the Guarantee and a grantor under the applicable Security Documents in accordance with Section 10.11, and any such Restricted Subsidiary shall be a Guarantor hereunder and under the other Credit Documents for all purposes;

“Guidelines” means, together, guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (lnterbankguthaben)” vom 22. September 1986), guideline S-02.122.1 in relation to bonds of April 1999 (Merkblatt “Obligationen” vom April 1999), guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner), guideline S-02.128 in relation to syndicated credit facilities of January 2000 (Merkblatt “Steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen” vom Januar 2000), circular letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011) and the circular letter No. 15 of 7 February 2007 (1-015-DVS-2007) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 7. Februar 2007), in each case as issued, amended or replaced from time to time, by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time;

“Hazardous Materials” shall mean (i) any petroleum or petroleum products, radioactive materials, asbestos and asbestos containing material, polychlorinated biphenyls, and radon gas; (ii) any chemicals, materials, or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any Environmental Law; and (iii) any other chemical, material, or substance, which is prohibited, limited, or regulated due to its dangerous or deleterious properties or characteristics by, any Environmental Law;

“Hedge Agreements” shall mean (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

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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;

“Hedge Bank” shall mean (i) any Person that, at the time it enters into a Hedge Agreement, is a Lender, the Administrative Agent or an Affiliate or branch of a Lender or the Administrative Agent and (ii) with respect to any Hedge Agreement entered into prior to the Closing Date, any Person that is a Lender, the Administrative Agent or an Affiliate or branch of a Lender or the Administrative Agent on the Closing Date; provided that, if such Person is not a Lender, such Person executes and delivers to the Administrative Agent and the Borrower Representative a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Person (a) appoints the Administrative Agent as its agent under the applicable Credit Documents and (b) agrees to be bound by the provisions of Article VI and Sections 7.1 and 8.13 of the Canadian Pledge Agreement, Sections 4.3, 6.6, 7.4, 7.6, 8.1 and 8.19 of the Canadian Security Agreement and corresponding or similar provisions in any other Security Document, in each case, as if it were a Lender;

“Hedging Obligations” shall mean, with respect to any Person, the obligations of such Person under any Hedge Agreements;

“Historical Financial Statements” shall mean the unaudited financial statements of CGI Borrower and the Restricted Subsidiaries for the fiscal quarter ended December 31, 2015;

“Holdings” shall mean (i) Holdings (as defined in the preamble to this Agreement) or (ii) after the Closing Date any other Person or Persons (“New Holdings”) that is a Subsidiary of (or are Subsidiaries of) Holdings or of any Parent Entity of Holdings (or the previous New Holdings, as the case may be) but not CGI Borrower (“Previous Holdings”); provided that (a) such New Holdings directly owns (i) 100.0% of the Equity Interests of CGI Borrower and (ii) 100.0% of the Equity Interests of each other direct Subsidiary of Previous Holdings which were owned by Previous Holdings immediately prior thereto, (b) New Holdings shall expressly assume all the obligations of Previous Holdings under this Agreement and the other Credit Documents pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to the Administrative Agent, (c) if reasonably requested by the Administrative Agent, an opinion of counsel shall be delivered by the Borrower Representative to the Administrative Agent, (d) all Capital Stock of CGI Borrower and substantially all of the other assets of Previous Holdings are contributed or otherwise transferred, directly or indirectly, to such New Holdings and pledged to secure the Obligations, (e)(i) no Event of Default has occurred and is continuing at the time of such substitution and such substitution does not result in any Event of Default, (ii) such substitution does not result in any material

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adverse tax consequences to any Credit Party and (iii) such substitution does not result in any adverse tax consequences to any Lender (unless reimbursed hereunder) or to the Administrative Agent (unless reimbursed hereunder), (f) no Change of Control shall occur, (g) the Administrative Agent shall have received at least five (5) Business Days’ prior written notice of the proposed transaction and Previous Holdings, New Holdings and the Borrowers shall promptly and in any event at least two (2) Business Days’ prior to the consummation of the transaction provide all information any Lender or any Agent may reasonably request to satisfy its “know your customer” and other similar requirements necessary for such Person to comply with its internal compliance and regulatory requirements with respect to the proposed successor New Holdings, (h) if reasonably requested by the Administrative Agent, the Credit Parties shall execute and deliver amendments, supplements and other modifications to all Credit Documents and instruments and agreements executed in connection therewith necessary to perfect and protect the liens and security interests in the Collateral of New Holdings, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (i) the Borrower Representative delivers a certificate of an Authorized Officer with respect to the satisfaction of the conditions set forth in clauses (a), (e)(i) and (ii) and (f) of this definition; provided, further, that if each of the foregoing is satisfied, Previous Holdings shall be automatically released of all its obligations under the Credit Documents and any reference to Holdings in the Credit Documents shall be meant to refer to New Holdings;

“Holdings Loan Agreement” shall mean, collectively, that certain (i) senior subordinated grid note, dated as of December 9, 2013, issued by CGI Borrower in favor of Holdings and (ii) any unsecured subordinated promissory notes issued from time to time by CGI Borrower in favor of Holdings in connection with the reinvestment by Holdings of a portion of the interest paid by CGI Borrower on the Holdings Subordinate Debt in accordance with the Holdings Subordination Agreement, in the case of each of the notes described in the foregoing clauses (i) and (ii), as such agreement may be amended, revised, replaced, supplemented or restated from time to time in accordance with the terms of the Holdings Subordination Agreement, including increases to the principal amount outstanding thereunder as set forth therein;

“Holdings Subordinate Debt” shall mean all amounts owing by CGI Borrower to Holdings pursuant to the Holdings Loan Agreement;

“Holdings Subordination Agreement” shall mean the subordination and postponement agreement, dated as of the Closing Date, among Holdings, CGI Borrower and the Administrative Agent, as such agreement may be amended, revised, replaced, supplemented or restated from time to time;

“ICC” shall have the meaning provided in the definition of UCP;

“IFRS” shall mean International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as in effect from time to time; provided, however, that if the CGI Borrower notifies the Administrative Agent that the CGI Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in IFRS or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such

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provision amended in accordance herewith. Furthermore, at any time after the Fourth Closing Date, the CGI Borrower may elect to apply for all purposes of this Agreement, in lieu of IFRS, GAAP or U.S. GAAP and, upon such election, references herein to IFRS and IFRS concepts will be construed to refer to GAAP or U.S. GAAP, as applicable, and corresponding GAAP or U.S. GAAP concepts as in effect from time to time; provided that (1) all financial statements and reports to be provided, after such election, pursuant to this Agreement shall be prepared on the basis of GAAP or U.S. GAAP, as applicable, as in effect from time to time, and (2) from and after such election, all ratios, computations, and other determinations based on IFRS contained in this Agreement shall still be required to be computed in conformity with IFRS. The CGI Borrower shall give written notice of any such election made in accordance with this definition to the Administrative Agent. For the avoidance of doubt, solely making an election (without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness. Notwithstanding any other provision contained herein, the amount of any Indebtedness under IFRS with respect to Capitalized Lease Obligations shall be determined in accordance with the definition of Capitalized Lease Obligations and Section 1.3(c);

“Impacted Loans” shall have the meaning provided in Section 2.10(a);

“Increased Amount Date” shall have the meaning provided in Section 2.14(a);

“Incremental Revolving Credit Commitments” shall have the meaning provided in Section 2.14(a);

“Incremental Revolving Credit Loan” shall have the meaning provided in Section 2.14(b);

“Incremental Revolving Loan Lender” shall have the meaning provided in Section 2.14(b);

“Incurrence-Based Amounts” shall have the meaning provided in Section 1.11(b);

“Indebtedness” shall mean, with respect to any Person, (i) 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 banker’s acceptances (or, without double counting, reimbursement agreements in respect thereof), (c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), or (d) representing any Hedging Obligations, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a net liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with IFRS; provided that Indebtedness of any direct or indirect parent company appearing upon the balance sheet of CGI Borrower solely by reason of push down accounting under IFRS shall be excluded, (ii) 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 (i) of another 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 (iii) to the extent not otherwise included, the obligations of the type referred to in clause (i) of another Person secured by a Lien on any asset

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owned by such Person, whether or not such Indebtedness is assumed by such Person; provided that notwithstanding the foregoing, Indebtedness shall be deemed not to include (1) Contingent Obligations incurred in the ordinary course of business, (2) prepaid or deferred revenue arising in the ordinary course of business, (3) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset, (4) trade accounts and accrued expenses payable in the ordinary course of business and accruals for payroll and other operating expenses accrued in the ordinary course of business or (5) any earn-out obligation until such obligation, within 60 days of becoming due and payable, has not been paid and such obligation is reflected as a liability on the balance sheet of such Person in accordance with IFRS;

The amount of Indebtedness of any Person for purposes of clause (iii) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith;

For all purposes hereof, the Indebtedness of CGI Borrower and the Restricted Subsidiaries, shall exclude all intercompany Indebtedness having a term not exceeding 365 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business or consistent with past practice;

“Indemnified Liabilities” shall have the meaning provided in Section 14.5;

“Indemnified Persons” shall have the meaning provided in Section 14.5;

“Indemnified Taxes” shall mean all Taxes imposed on or with respect to any payment by or on account of any obligation of any Credit Party hereunder or under any other Credit Document, other than Excluded Taxes or Other Taxes;

“Independent Financial Advisor” shall mean an accounting firm, appraisal firm, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of CGI Borrower, qualified to perform the task for which it has been engaged and that is disinterested with respect to the applicable transaction;

“Initial Permitted Term Loan Closing Date” shall have the meaning provided in Section 11.1(u);

“Insolvency Laws” shall mean the Companies’ Creditors Arrangement Act (Canada), the BIA, the Bankruptcy Code, the Winding-Up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous legislation applicable to any Credit Party, any of their respective Subsidiaries or any jurisdiction in which Collateral is located;

“Insolvent” shall mean, with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA;

“Intellectual Property” shall mean Canadian and foreign intellectual property, including all (i) (a) patents, inventions, processes, developments, technology, and know-how; (b) copyrights and works of authorship in any media, including graphics, advertising materials, labels, package designs, and photographs; (c) trademarks, service marks,

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trade names, brand names, corporate names, domain names, logos, trade dress, and other source indicators, and the goodwill of any business symbolized thereby; and (d) trade secrets, confidential, proprietary, or non-public information and (ii) all registrations, issuances, applications, renewals, extensions, substitutions, continuations, continuations-in-part, divisions, re-issues, re-examinations, foreign counterparts, or similar legal protections related to the foregoing;

“Intercompany License Agreement” shall mean any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, Intellectual Property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of CGI Borrower and any Subsidiary;

“Intercompany Note” shall mean any intercompany note substantially in the form of Exhibit D;

“Interest Coverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated EBITDA of CGI Borrower and its Restricted Subsidiaries for the Test Period then last ended to (ii) Consolidated Interest Expense of CGI Borrower and its Restricted Subsidiaries for such Test Period;

“Interest Period” shall mean, with respect to any Loan, the interest period applicable thereto, as determined pursuant to Section 2.9;

“Interpolated Screen Rate” means in relation to EURIBOR for any Loan, the rate (rounded to the same number of decimal places as to the two relevant Screen Rates) which results from interpolating on a linear basis between:

each as of 11:00 a.m. on the Rate Fixing Day for that Loan;

“In-Transit Inventory” shall mean Inventory of a Borrowing Base Party that is in the possession of a common carrier and is in-transit from a foreign location to a location of such Borrowing Base Party (or a location designated by such Borrowing Base Party) that is either in the United States or Canada;

“Inventory” shall have the meaning provided in the Canadian Security Agreement;

“Inventory Reserves” shall mean, without duplication of any other Borrowing Base Reserves or items that are otherwise addressed or excluded through eligibility criteria, and without duplication of any of the factors taken into account in determining Appraised Value, such reserves as may be established from time to time by the Administrative Agent in its Permitted Discretion with respect to changes in the determination of the saleability, at retail or wholesale, of the Eligible Inventory or which reflect such other factors as negatively affect the market value of the Eligible Inventory. Without limiting the generality of the foregoing, Inventory Reserves may, in the Permitted Discretion of the Administrative Agent include reserves based on: (i) Shrink and (ii) seller’s reclamation or repossession rights under the Bankruptcy Code;

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“Investment” shall mean, 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 officers, directors, managers and employees, 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 or the purchase or other acquisition, in one transaction or a series of related transactions, of all or substantially all of the assets of another Person or assets constituting a business unit, line of business or division of such Person; provided that Investments shall not include, in the case of a Borrower and the Restricted Subsidiaries, intercompany loans, advances, or Indebtedness made to or owing by a Borrower or a Restricted Subsidiary having a term not exceeding 365 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business; provided, further, that, in the event that any Investment is made by Holdings, CGI Borrower or any Restricted Subsidiary in any Person through substantially concurrent interim transfers of any amount through CGI Borrower or any Restricted Subsidiaries, then such other substantially concurrent interim transfers shall be disregarded for purposes of Section 11.5;

For purposes of the definition of Unrestricted Subsidiary and Section 11.5,

The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment, or other amount received by CGI Borrower or a Restricted Subsidiary in respect of such Investment (provided that, with respect to amounts received other than in the form of cash or Cash Equivalents, such amount shall be equal to the Fair Market Value of such consideration);

“Investment Grade Rating” shall mean 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;

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“Investment Grade Securities” shall mean:

“ISP” shall mean, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance);

“Issuer Documents” shall mean with respect to any Letter of Credit, the Letter of Credit Request, and any other document, agreement, and instrument entered into by the Letter of Credit Issuer and CGI Borrower (or any Restricted Subsidiary) or in favor of the Letter of Credit Issuer and relating to such Letter of Credit;

“ITA” means the Income Tax Act (Canada) as amended from time to time (or any successor statute);

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit E;

“Joint Lead Arrangers and Bookrunners” shall mean Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank, Bank of Montreal and Barclays Bank PLC;

“Judgment Currency” shall have the meaning provided in Section 14.19;

“Landlord Lien State” shall mean any jurisdiction in which, at any time, a landlord’s claim for rent has priority by operation of applicable law notwithstanding any contractual provision to the contrary over the Lien of the Administrative Agent on any of the Collateral;

“L/C Borrowing” shall mean an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing. All L/C Borrowings shall be denominated in Dollars, U.S. Dollars or Pounds Sterling, and, with respect to Swiss Borrower, Euros (and such Alternative Currencies as a Borrower and the Administrative Agent may agree);

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“L/C Facility Maturity Date” shall mean the date that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the applicable Class of Commitments (or, if such day is not a Business Day, the next preceding Business Day); provided that the L/C Facility Maturity Date may be extended beyond such date with the consent of the Letter of Credit Issuer;

“L/C Obligations” shall mean, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unpaid Drawings, including all L/C Borrowings. 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. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time;

“L/C Participant” shall have the meaning provided in Section 3.3(a);

“L/C Participation” shall have the meaning provided in Section 3.3(a);

“LCT Election” shall have the meaning provided in Section 1.12(f);

“LCT Test Date” shall have the meaning provided in Section 1.12(f);

“Lender” shall have the meaning provided in the preamble to this Agreement, and in any event, shall include the Swingline Lender;

“Lender BA Suspension Notice” shall have the meaning provided in Section 5.5(a)(iii);

“Lender Default” shall mean (i) the refusal (which shall be given verbally or in writing and has not been retracted) or failure of any Lender to make available its portion of any incurrence of Loans or Reimbursement Obligations, which refusal or failure is not cured within one (1) Business Day after the date of such refusal or failure, unless such Lender notifies the Administrative Agent in writing that such refusal or failure is the result of such Lender’s good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, (ii) the failure of any Lender to pay over to the Administrative Agent, the Swingline Lender, the Letter of Credit Issuer 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, (iii) a Lender has notified the Borrower Representative or the Administrative Agent that it does not intend to comply with its funding obligations under this Agreement or has stated publicly that it will generally not comply with its funding obligations under any loan agreements, credit agreements, and other similar agreements, (iv) a Lender has failed to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations under this Agreement, (v) a Distressed Person has admitted in writing that it is insolvent or such Distressed Person becomes subject to a Lender-Related Distress Event; or (vi) a Lender has become the subject of a Bail-In Action;

“Lender-Related Distress Event” shall mean, with respect to any Lender, (a)(i) that such Lender or any other Person that directly or indirectly controls such Lender (each, a “Distressed Person”) is or becomes subject to a voluntary or involuntary case with respect to such Distressed Person under any debt relief law, (b) a custodian, conservator, receiver, interim receiver, trustee, monitor or similar official is appointed for

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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 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 Person that directly or indirectly controls such Lender by a governmental authority or an instrumentality thereof;

“Letter of Credit” shall mean each letter of credit issued pursuant to Section 3.1;

“Letter of Credit Commitment” shall mean $25,000,000 or the Equivalent Amount in Dollars of any other any currency, as the same may be reduced from time to time pursuant to Section 3.1;

“Letter of Credit Exposure” shall mean, with respect to any Lender, at any time, the sum of (i) the amount of the principal amount of any Unpaid Drawings in respect of which such Lender has made (or is required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a) at such time and (ii) such Lender’s Revolving Credit Commitment Percentage of the Letters of Credit Outstanding at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the Letter of Credit Issuer pursuant to Section 3.4(a));

“Letter of Credit Fee” shall have the meaning provided in Section 4.1(c);

“Letter of Credit Fee Rate” means, with respect to a Letter of Credit, the annual percentage per annum indicated below the reference to “Letters of Credit Fee Rate” in the pricing grid in the definition of “Applicable Margin” relevant to the period in respect of which the determination is being made;

“Letter of Credit Issuer” shall mean (i) in the case of standby Letters of Credit, trade letters of credit and bank guarantees, Canadian Imperial Bank of Commerce or any other Lender reasonably satisfactory to the Borrower Representative and the Administrative Agent, (ii) any of their respective Affiliates or branches or (iii) any replacement, additional issuer, or successor pursuant to Section 3.6. In the event that there is more than one Letter of Credit Issuer at any time, references herein and in the other Credit Documents to the Letter of Credit Issuer shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit or to all Letter of Credit Issuers, as the context requires;

“Letter of Credit Request” shall mean a notice executed and delivered by the Borrower Representative pursuant to Section 3.2, and substantially in the form of Exhibit F or another form which is acceptable to the Letter of Credit Issuer in its reasonable discretion;

“Letter of Credit Sub-Commitment” shall mean, in respect of Letters of Credit issued in a currency other than Dollars, U.S. Dollars, Euros or Pounds Sterling, the Equivalent Amount of $5,000,000, in the aggregate, in such Alternative Currencies;

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“Letters of Credit Outstanding” shall mean, at any time the sum of, without duplication, (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of the principal amount of all Unpaid Drawings;

“LIBO Rate” shall mean, for any Interest Period with respect to a LIBOR Loan,

The LIBO Rate calculated pursuant to (a) above shall be no less than 0%;

“LIBOR” shall have the meaning provided in the definition of LIBO Rate;

“LIBOR Loan” shall mean any Loan bearing interest at a rate determined by reference to the LIBO Rate;

“Lien” shall mean with respect to any asset, any mortgage, lien, pledge, assignment by way of security, hypothecation, charge, security interest, preference, priority 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, and any lease in the nature thereof; provided that in no event shall an operating lease or a license to Intellectual Property be deemed to constitute a Lien;

“Limited Condition Transaction” shall mean (i) any Permitted Acquisition or other permitted acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) 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;

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“Line Cap” shall mean:

“Loan” shall mean any Revolving Loan, Swingline Loan or any other loan made by any Lender hereunder;

“Management Equityholders” shall mean any of (i) Daniel Reiss, (ii) any other current or former director, officer, employee or member of management of Holdings or any of its Subsidiaries or any direct or indirect parent company thereof who, on the Closing Date, is an equityholder in Holdings or any direct or indirect parent company thereof, (iii) any trust, partnership, limited liability company, corporate body or other entity established by Daniel Reiss, any such director, officer, employee or member of management of Holdings or any of its Subsidiaries or any direct or indirect parent company thereof or any Person described in the succeeding clauses (iv) and (v), as applicable, to hold an investment in Holdings or any direct or indirect parent company thereof in connection with such Person’s estate or tax planning, (iv) any spouse, parents or grandparents of Daniel Reiss or any such director, officer, employee or member of management of Holdings or any of its Subsidiaries or any direct or indirect parent company thereof, and any and all descendants (including adopted children and step-children) of the foregoing, together with any spouse of any of the foregoing Persons, who are transferred an investment in Holdings or any direct or indirect parent company thereof by Daniel Reiss or any such director, officer, employee or member of management of Holdings or any of its Subsidiaries or any direct or indirect parent company thereof in connection with such Person’s estate or tax planning and (v) any Person who acquires an investment in Holdings or any direct or indirect parent company thereof by will or by the laws of intestate succession as a result of the death of Daniel Reiss or any such director, officer, employee or member of management of Holdings or any of its Subsidiaries or any direct or indirect parent company thereof;

“Mandatory Borrowing” shall have the meaning provided in Section 2.1(c);

“Master Agreement” shall have the meaning provided in the definition of Hedge Agreements;

“Material Adverse Effect” shall mean a material and adverse effect on (i) the business, results of operations or financial condition of CGI Borrower and its Restricted Subsidiaries, taken as a whole, or (ii) the material rights and remedies (taken as a whole) of the Administrative Agent and the Lenders under the Credit Documents;

“Material Subsidiary” shall mean, at any date of determination, each Wholly-Owned Restricted Subsidiary (together with its Subsidiaries) (i) whose total assets at the last day of the Test Period ending on the last day of the most recent fiscal period for which Section 10.1 Financials have been delivered were equal to or greater than 5.0% of the Consolidated Total Assets of CGI Borrower and the Restricted Subsidiaries at such date or (ii) whose revenues during such Test Period were equal to or greater than 5.0% of the

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consolidated revenues of CGI Borrower and the Restricted Subsidiaries for such period (in the case of any determination relating to any Specified Transaction, on a Pro Forma Basis including the revenues of any Person being acquired in connection therewith), in each case determined in accordance with IFRS; provided that if, at any time and from time to time after the Closing Date, Restricted Subsidiaries that are not Material Subsidiaries (other than Restricted Subsidiaries that are Excluded Subsidiaries other than by virtue of clause (i) of the definition of Excluded Subsidiary) have, in the aggregate, (a) total assets at the last day of such Test Period equal to or greater than 7.50% of the Consolidated Total Assets of CGI Borrower and the Restricted Subsidiaries at such date or (b) revenues during such Test Period equal to or greater than 7.50% of the consolidated revenues of CGI Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with IFRS, then CGI Borrower shall, on or prior to the date on which financial statements for the last quarter of such Test Period are delivered pursuant to this Agreement, designate in writing to the Administrative Agent one or more of such Restricted Subsidiaries as Material Subsidiaries for each fiscal period until this proviso is no longer applicable; provided that each Subsidiary which is a Borrowing Base Party shall be a Material Subsidiary;

“Maturity Date” shall mean the Revolving Credit Maturity Date, the FILO Credit Maturity Date or the maturity date of an Extended Revolving Credit Loan, as applicable;

“Maximum In-Transit Inventory Amount” shall mean, in aggregate for CGI Borrower and Swiss Borrower, an amount up to $50,000,000;

“Maximum Incremental Facilities Amount” shall mean, at any date of determination, (i) $100,000,000 minus (ii) the aggregate principal amount of Incremental Revolving Credit Commitments incurred pursuant to Section 2.14(a) prior to such date;

“Maximum Rate” shall have the meaning provided in Section 6.6(c);

“Minimum Borrowing Amount” shall mean (i) in the case of Prime Rate Loans, a minimum principal amount of $100,000 (or, if less, the entire remaining applicable Commitments at the time of such Borrowing) and in each case whole multiples of $100,000; (ii) in the case of Banker’s Acceptances, a minimum face amount of $100,000 and in whole multiples of $100,000; (iii) in the case of ABR Loans, a minimum principal amount of U.S.$100,000 (or, if less, the entire remaining applicable Commitments at the time of such Borrowing) and in whole multiples of U.S.$100,000; (iv) in the case of LIBOR Loans, a minimum principal amount of U.S.$100,000 or £100,000 and in whole multiples of U.S.$100,000 or £100,000, as applicable; (v) in the case of EURIBOR Loans, a minimum principal amount of €100,000 and in whole multiples of €100,000, and (vi) in the case of European Base Rate Loans, a minimum principal amount of €100,000 (or, if less, the entire remaining applicable Commitments at the time of such Borrowing) and in whole multiples of €100,000;

“Minimum Collateral Amount” shall mean, at any time, (i) with respect to Cash Collateral consisting of cash or Cash Equivalents or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 103% of the Fronting Exposure of the Letter of Credit Issuer with respect to Letters of Credit issued and outstanding at such time and (ii) with respect to Cash Collateral consisting of cash or Cash Equivalents or deposit account balances provided in accordance with the provisions of Section 3.7(a), an amount equal to 103% of the outstanding amount of all L/C Obligations or the face amount of the outstanding Banker’s Acceptances and BA Equivalent Notes, as applicable;

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“MNPI” shall mean, with respect to any Person, information and documentation that is (a) of a type that would not be publicly available (and could not be derived from publicly available information) if such Person and its Subsidiaries were public reporting companies and (b) material with respect to such Person, its Subsidiaries or the respective securities of such Person and its Subsidiaries for purposes of Canadian Securities Laws or United States federal and state securities laws, in each case, assuming such laws were applicable to such Person and its Subsidiaries;

“Moody’s” shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business;

“Mortgage” shall mean a mortgage, deed of trust, deed to secure debt, trust deed, or other security document entered into by the owner of a Mortgaged Property and the Administrative Agent for the benefit of the Secured Parties in respect of that Mortgaged Property to secure the Obligations, in form and substance reasonably acceptable to the Administrative Agent and the Borrower Representative, together with such terms and provisions as may be required by local laws;

“Mortgaged Property” shall mean each parcel of fee-owned real property located in Canada or the United States and improvements thereto with respect to which a Mortgage is granted pursuant to Section 10.14, if any;

“Multiemployer Plan” shall mean a multiemployer plan as defined in and subject to Section 4001(a)(3) of ERISA to which any Credit Party or any of its ERISA Affiliates makes or is obligated to make contributions, or during the five preceding calendar years, has made or been obligated to make contributions;

“Net Cash Proceeds” shall mean, with respect to any event, (i) the gross cash proceeds (including payments from time to time in respect of installment obligations, if applicable, but only as and when received) received by or on behalf of CGI Borrower or any of the Restricted Subsidiaries in respect of such event, as the case may be, less (ii) the sum of:

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in each case only to the extent not already deducted in arriving at the amount referred to in clause (i) above;

“Net Income” shall mean, with respect to any Person, the net income (loss) of such Person, determined in accordance with IFRS and before any reduction in respect of preferred Capital Stock dividends;

“New Holdings” shall have the meaning provided in the definition of Holdings;

“Non BA Lender” means any Lender which is not a BA Lender;

“Non-Bank Rules” means, together, the 10 Non-Bank Rule and the 20 Non-Bank Rule;

“Non-Consenting Lender” shall have the meaning provided in Section 14.7(b);

“Non-Defaulting Lender” shall mean and include each Lender other than a Defaulting Lender;

“Non-Expiring Credit Commitments” shall have the meaning provided in Section 2.1(d);

“Non-Extension Notice Date” shall have the meaning provided in Section 3.2(d);

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“Notice of Borrowing” shall have the meaning provided in Section 2.3(a);

“Notice of Conversion or Continuation” shall have the meaning provided in Section 2.6(a);

“Notice of Intent to Cure” shall have the meaning provided in Section 12.15;

“NVOCC” shall mean, with respect to any In-Transit Inventory, a non-vessel operating common carrier engaged as a freight forwarder or otherwise to assist in the importation of In-Transit Inventory;

“Obligations” shall mean all advances to, and debts, liabilities, obligations, covenants, and duties of, any Credit Party arising under any Credit Document or otherwise with respect to any Commitment, Loan or Letter of Credit or under any Secured Cash Management Agreement, Secured Hedge Agreement or Secured Bank Product Agreement (other than with respect to any Credit Party’s obligations that constitute Excluded Swap Obligations solely with respect to such Credit Party), in each case, entered into with CGI Borrower or any of the Restricted Subsidiaries, 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 Credit Party or any Affiliate thereof of any proceeding under any Insolvency Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the Obligations of the Credit Parties under the Credit Documents (and any of their Subsidiaries to the extent they have obligations under the Credit Documents) include the obligation (including guarantee obligations) to pay principal, premium, interest, charges, expenses, fees, attorney costs, indemnities, and other amounts payable by any Credit Party under any Credit Document;

“OFAC” shall have the meaning set forth in Section 9.19(c);

“Organizational Documents” shall mean, with respect to any Person, such Person’s charter, memorandum and articles of association, articles or certificate of organization or incorporation and bylaws or other organizational or governing or constitutive documents of such Person;

“Original Revolving Credit Commitments” shall mean all Revolving Credit Commitments, Existing Revolving Credit Commitments and Extended Revolving Credit Commitments;

“Other Personal Property Collateral” shall mean all other present and after acquired personal property of the Credit Parties, including, without limitation, investment property (other than any investment property included in ABL Priority Collateral), contracts (other than any investment property included in ABL Priority Collateral), Intellectual Property, and proceeds of the foregoing, but excluding, in each case, the ABL Priority Collateral, the Pledged Collateral and the PP&E Collateral;

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“Other Taxes” shall mean all present or future stamp, registration, or documentary Taxes or any other excise, property, intangible, mortgage recording, or similar Taxes arising from any payment made hereunder or under any other Credit Document or from the execution, delivery, or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document; provided that such term shall not include (i) any Taxes that result from an assignment, grant of a participation pursuant to Section 14.6(c) or transfer or assignment to or designation of a new lending office or other office for receiving payments under any Credit Document (“Assignment Taxes”) to the extent such Assignment Taxes are imposed as a result of a connection between the assignor/participating Lender and/or the assignee/Participant and the taxing jurisdiction (other than a connection arising solely from any Credit Documents or any transactions contemplated thereunder), except to the extent that any such action described in this proviso is requested or required by the Borrowers or Borrower Representative or (ii) Excluded Taxes;

“Overnight Rate” shall mean, for any day, with respect to any amount, an overnight rate determined by the Administrative Agent, the Letter of Credit Issuer, or the Swingline Lender, as the case may be, in accordance with banking industry rules on interbank compensation;

“Parent Entity” shall mean any Person that is a direct or indirect parent company (which may be organized as, among other things, a partnership) of Holdings and/or CGI Borrower, as applicable;

“Participant” shall have the meaning provided in Section 14.6(c)(i);

“Participant Register” shall have the meaning provided in Section 14.6(c)(ii);

“Participating Member State” shall mean any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union;

“Patriot Act” shall have the meaning provided in Section 14.18;

“Payment Conditions” shall mean, at the time of determination with respect to a specified transaction or payment, that (a) no Specified Default then exists or would arise as a result of the entering into of such transaction or the making of such payment, (b) after giving effect to such transaction or payment, the Pro Forma Availability Condition has been satisfied, and (c) prior to undertaking any such transaction or payment which is subject to the Payment Conditions in excess of $5,000,000 (or on such later date as the Administrative Agent may agree), the Borrower Representative shall deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower Representative confirming clause (a) and evidence reasonably satisfactory to the Administrative Agent of satisfaction of the condition in clause (b) above; provided that (x) with respect to any such transaction or payment which is subject to the Payment Conditions less than $5,000,000 such evidence may be delivered by the Borrower Representative to the Administrative Agent promptly after consummation thereof and (y) with respect to any such transaction or payment which is subject to the Payment Conditions less than $1,000,000 such evidence need not be delivered;

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions;

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“Permitted Acquisition” shall have the meaning provided in clause (c) of the definition of Permitted Investments;

“Permitted Asset Swap” shall mean the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between CGI Borrower or a Restricted Subsidiary and another Person;

“Permitted Discretion” shall mean a determination made by the Administrative Agent in good faith in the exercise of its reasonable (from the perspective of a secured asset-based lender) business judgment;

“Permitted Equity Issuance” means any sale or issuance of any Capital Stock (other than Disqualified Stock) of CGI Borrower to the extent permitted hereunder (including any capital contribution);

“Permitted Holder” shall mean any of (i) the Sponsor, the Sponsor’s respective Affiliates, the Management Equityholders and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Sponsor, the Sponsor’s respective Affiliates and the Management Equityholders, collectively, have beneficial ownership of more than 50.0% of the aggregate ordinary voting power of the outstanding Voting Stock of Holdings or any other direct or indirect parent company of Holdings and (ii) any direct or indirect parent company of CGI Borrower not formed in connection with, or in contemplation of, a transaction (other than the Transactions) that, assuming such parent was not formed, after giving effect thereto would constitute a Change of Control;

“Permitted Investments” shall mean:

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“Permitted Liens” shall mean, with respect to any Person:

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For purposes of this definition, the term Indebtedness shall be deemed to include interest, premiums (if any), fees, expenses and other obligations on such Indebtedness. For all purposes under this Agreement and the other Credit Documents, references to any “Permitted Lien” shall include reference to Liens permitted under Section 11.2(a)(ii);

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“Permitted Reorganization” shall mean re-organizations and other activities related to tax planning and re-organization, so long as, after giving effect thereto, the security interest of the Lenders in the Collateral, taken as a whole, is not materially impaired;

“Permitted Sale Leaseback” shall mean any Sale Leaseback consummated by CGI Borrower or any of the Restricted Subsidiaries after the Closing Date; provided that any such Sale Leaseback not between CGI Borrower and a Restricted Subsidiary or between Restricted Subsidiaries is consummated for fair value as determined at the time of consummation in good faith by (i) CGI Borrower or such Restricted Subsidiary or (ii) in the case of any Sale Leaseback (or series of related Sale Leasebacks) the aggregate proceeds of which exceed the greater of (a) $15,000,000 and (b) 30.0% of Consolidated EBITDA of CGI Borrower for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of the consummation of such Sale Leaseback, the board of directors (or analogous governing body) of CGI Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of CGI Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale Leaseback);

“Permitted Term Loans” shall have the meaning provided in Section 11.1(u);

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, unlimited liability company, association, trust, or other enterprise or any Governmental Authority;

“Plan” shall mean, in respect of the U.S. Credit Parties, other than any Multiemployer Plan, any employee benefit plan (as defined in and subject to Section 3(3) of ERISA), including any employee welfare benefit plan (as defined in and subject to Section 3(1) of ERISA), any employee pension benefit plan (as defined in and subject to Section 3(2) of ERISA), and any plan which is both an employee welfare benefit plan and an employee pension benefit plan, and in respect of which any Credit Party or ERISA Affiliate is (or, if such Plan were terminated, would under Section 4062 or Section 4069 of ERISA be reasonably likely to be deemed to be) an “employer” as defined in Section 3(5) of ERISA;

“Platform” shall have the meaning provided in Section 14.17(a);

“Pledged Collateral” shall mean all Capital Stock in Material Subsidiaries directly held by a Borrower or any Guarantor, including all the Capital Stock of the Swiss Borrower;

“Pounds Sterling” or “£” shall mean British Pounds Sterling or any successor currency in the United Kingdom;

“PP&E Collateral” shall mean all present and after acquired Real Estate owned in fee simple and equipment of the Credit Parties;

“PPSA” shall mean the Personal Property Security Act (Ontario) as in effect from time to time; provided, however, that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the personal property security laws as in effect in a Canadian jurisdiction other than Ontario, “PPSA” shall mean the personal property security laws (including the Civil Code of Quebec) as in effect in such other jurisdiction from time to time for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be;

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“Previous Holdings” shall have the meaning provided in the definition of Holdings;

“primary obligor” shall have the meaning provided such term in the definition of Contingent Obligations;

“Prime Rate” means, for any day, the rate of interest per annum equal to the greater of (i) the per annum rate of interest quoted or established as the “prime rate” of the Administrative Agent which it quotes or establishes for such day as its reference rate of interest in order to determine interest rates for commercial loans in Dollars in Canada to its Canadian borrowers; and (ii) the rate of interest per annum equal to the arithmetic average of the discount rates for Banker’s Acceptances having a one month term, displayed and identified as such on the display referred to as the “CDOR Page” (or any display substituted therefor) of Reuter Monitor Money Rates Service as at or about 10:00 a.m. (Toronto time), plus 100 basis points; provided that the Prime Rate shall be no less than 0%;

“Prime Rate Loan” means a Loan in Dollars made by the Lenders to a Borrower with respect to which such Borrower has specified that interest is to be calculated by reference to the Prime Rate or is deemed to be calculated by reference to the Prime Rate;

“Priority Payable Reserves” shall mean the Canadian Priority Payable Reserves, UK Priority Payable Reserves, Dutch Priority Payable Reserves and Swiss Priority Payable Reserves and without duplication of any other Borrowing Base Reserves with respect to any Borrowing Base Party, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect any amounts of any claims against the Collateral of any other Borrowing Base Party included in the Borrowing Base and, commencing with the Sixth Closing Date and until and excluding the FILO Credit Termination Date, the FILO Borrowing Base, as applicable, and located in any Relevant Jurisdiction not listed on Schedule 9.1, choate or inchoate, (whether unsecured or secured by any Liens against the Collateral and including by way of retention of title) which rank or are capable of ranking in priority to, or pari passu with, the Liens of the Administrative Agent and/or any amounts which may represent costs relating to the enforcement of the Liens of the Administrative Agent on the Collateral of any other Borrowing Base Party included in the Borrowing Base or the FILO Borrowing Base, as applicable;

“Pro Forma Availability” shall mean, for any date of calculation with respect to any transaction or payment, Excess Availability after giving effect to such transaction or payment on Pro Forma Basis;

“Pro Forma Availability Condition” shall mean, for any date of calculation with respect to any transaction or payment, that either (i)(a) the (x) Pro Forma Availability on such date and (y) average daily Excess Availability for a period of thirty (30) consecutive days immediately preceding such transaction or payment on a Pro Forma Basis is greater than or equal to the greater of (x) $10,000,000 and (y) 15% of the Line Cap, and (b) the Fixed Charge Coverage Ratio for the most recently ended Test Period, after giving effect

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to such transaction or payment on a Pro Forma Basis, is no less than 1.00:1.00 or (ii) the (x) Pro Forma Availability on such date and (y) average daily Excess Availability for a period of thirty (30) consecutive days immediately preceding such transaction or payment on a Pro Forma Basis is greater than the greater of (x) $10,000,000 and (y) 20% of the Line Cap;

“Pro Forma Basis,” “Pro Forma Compliance,” and “Pro Forma Effect” shall mean, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.12;

“Prohibited Transaction” shall have the meaning assigned to such term in Section 406 of ERISA and Section 4975(c) of the Code;

“Projections” shall have the meaning provided in Section 10.1(d);

“Protective Advances” shall have the meaning set forth in Section 2.1(e);

“Public Company Costs” shall mean costs relating to compliance with the provisions of Canadian Securities Laws, the Sarbanes-Oxley Act of 2002, the Securities Act of 1933, and the Exchange Act, as applicable to companies with equity or debt securities held by the public, the rules of national securities exchange companies with listed equity or debt securities, directors’ or managers’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees, listing fees and other expenses arising out of or incidental to an entity’s status as a reporting company;

“Qualified Proceeds” shall mean assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business;

“Qualified Stock” of any Person shall mean Capital Stock of such Person other than Disqualified Stock of such Person;

“Qualifying Bank” means:

“Rate Fixing Day” means the second TARGET Day before the first day of an Interest Period for a Loan denominated in Euro;

“Real Estate” shall have the meaning provided in Section 10.1(g);

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“Receivables Advance Rate” shall mean:

“Receivables Reserves” shall mean, without duplication of any other Borrowing Base Reserves or items that are otherwise addressed or excluded through eligibility criteria, such Borrowing Base Reserves as may be established from time to time by the Administrative Agent in its Permitted Discretion with respect to the determination of the collectability in the ordinary course of Eligible Trade Receivables;

“Reference Banks” means the principal offices of Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank, Bank of Montreal and Goldman Sachs Bank USA or such other banks as may be appointed by the Administrative Agent in consultation with the Borrowers and with the prior written approval of the bank or financial institution which shall act as Reference Bank;

“Refinancing Indebtedness” shall have the meaning provided in Section 11.1(l);

“Refunding Capital Stock” shall have the meaning provided in Section 11.5(b)(ii);

“Register” shall have the meaning provided in Section 14.6(b)(iv);

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements;

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements;

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements;

“Reimbursement Date” shall have the meaning provided in Section 3.4(a);

“Reimbursement Obligations” shall mean the Borrowers’ obligations to reimburse Unpaid Drawings pursuant to Section 3.4(a);

“Related Business Assets” shall mean assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by CGI Borrower or the Restricted Subsidiaries in exchange for assets transferred by CGI Borrower or a Restricted Subsidiary shall 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 would become a Restricted Subsidiary;

“Related Fund” shall mean, with respect to any Lender that is a Fund, any other Fund that is advised or managed by (a) such Lender, (b) an Affiliate or branch of such Lender or (c) an entity or an Affiliate of such entity that administers, advises or manages such Lender;

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“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, and advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise;

“Release” shall mean any release, spill, emission, discharge, disposal, escaping, leaking, pumping, pouring, dumping, emptying, injection, or leaching into the environment;

“Relevant Jurisdiction” shall mean, from time to time, Canada, any province or territory of Canada, the United States or any state thereof, the United Kingdom, Switzerland, and solely to the extent Collateral included in the Borrowing Base and, prior to the FILO Credit Termination Date, the FILO Borrowing Base is located in such jurisdictions, The Netherlands, Belgium and any other jurisdiction requested by the Borrower Representative and consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed);

“Reorganization” shall mean, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA;

“Reportable Event” shall mean any “reportable event”, as defined in Section 4043(c) of ERISA or the regulations issued thereunder, with respect to a U.S. Pension Plan (other than a U.S. Pension Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code), other than those events as to which notice is waived pursuant to PBGC regulations or other applicable guidance;

“Required Facility Lenders” shall mean, at any date, with respect to one or more Credit Facilities, Non-Defaulting Lenders holding a majority of the Commitments in respect of such Credit Facility or Credit Facilities at such date (excluding any Commitments of Defaulting Lenders under such Credit Facility or Credit Facilities) (or, if the applicable Commitments have been terminated at such time, a majority of the aggregate Revolving Credit Exposure of all Lenders (excluding Revolving Credit Exposure of Defaulting Lenders under such Credit Facility or Credit Facilities at such time) under such Credit Facility or Credit Facilities at such time);

“Required Lenders” shall mean, at any date, Non-Defaulting Lenders holding a majority of the Adjusted Total Revolving Credit Commitment at such date (or, if the Total Revolving Credit Commitment has been terminated at such time, a majority of the aggregate Revolving Credit Exposure of all Lenders (excluding Revolving Credit Exposure of Defaulting Lenders) at such time);

“Requirement of Law” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule, or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or assets or to which such Person or any of its property or assets is subject;

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“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority;

“Restricted Account” shall mean any DDA maintained by a Borrowing Base Party with any Lender, the terms of which shall provide that no funds may be withdrawn unless the Borrower Representative has delivered to the Administrative Agent an updated Borrowing Base Certificate giving Pro Forma Effect to such withdrawal;

“Restricted Investment” shall mean an Investment other than a Permitted Investment;

“Restricted Payments” shall have the meaning provided in Section 11.5(a);

“Restricted Persons” shall have the meaning provided in Section 14.16;

“Restricted Subsidiary” shall mean any Subsidiary of CGI Borrower other than an Unrestricted Subsidiary;

“Retired Capital Stock” shall have the meaning provided in Section 11.5(b)(ii);

“Revolving Credit Commitment” shall mean, as to each Lender, its obligation to make Revolving Credit Loans to the Borrowers pursuant to Section 2.1(a), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.1(a) under the caption Revolving Credit Commitment (Peak Season) during the period from June 1 through November 30 in each calendar year and otherwise the amount under the caption Revolving Credit Commitment or in the Assignment and Acceptance 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 (including Section 2.14 and Section 2.15). The aggregate Revolving Credit Commitment of all Lenders on the Sixth Closing Date shall be $417,500,000, in each case, as such amount may be adjusted from time to time in accordance with the terms of this Agreement, including pursuant to Section 2.20 in connection with each increase in the Revolving Credit Commitments upon each FILO Credit Commitment Conversion;

“Revolving Credit Commitment Percentage” shall mean at any time, for each Lender, the percentage obtained by dividing (i) such Lender’s Commitments (or, to the extent referring to any single Class of Commitments, such Lender’s Commitments in respect of such Class) at such time by (ii) the amount of the Total Revolving Credit Commitments (or, to the extent referring to any single Class of Commitments, the aggregate Commitments of all Lenders in respect of such Class) at such time; provided that at any time when the Total Revolving Credit Commitments (or, to the extent referring to any single Class of Commitments, the aggregate Commitments in respect of such Class) shall have been terminated, each Lender’s Revolving Credit Commitment Percentage shall be the percentage obtained by dividing (a) such Lender’s Revolving Credit Exposure (or, to the extent referring to any single Class of Revolving Loans, such Lender’s Revolving Credit Exposure in respect of such Class) at such time by (b) the Revolving Credit Exposure of all Lenders at such time (or, to the extent referring to any single Class of Revolving Loans, the Revolving Credit Exposure of all Lender’s in respect of such Class);

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“Revolving Credit Exposure” shall mean, with respect to any Lender at any time, the sum of (i) the aggregate amount in Dollars and the Equivalent Amount in Dollars of an amount in any other currency of the principal amount of Revolving Loans of such Lender then outstanding (or, to the extent referring to any single Class of Revolving Loans, the aggregate amount in Dollars and the Equivalent Amount in Dollars of an amount in any other currency of the principal amount of Revolving Loans of such Class of such Lender then outstanding), (ii) such Lender’s Letter of Credit Exposure at such time (if any), and (iii) such Lender’s Revolving Credit Commitment Percentage (if any) of the aggregate principal amount of all outstanding Swingline Loans at such time;

“Revolving Credit Line Cap” shall mean, at any time of determination, the lesser of (i) the Revolving Credit Commitments and (ii) the Borrowing Base;

“Revolving Credit Loan” shall have the meaning provided in Section 2.1(a);

“Revolving Credit Loan Excess Availability” shall mean, at any time, an amount equal to:

“Revolving Credit Maturity Date” shall mean the earlier of (i) June 3, 2024 and (ii) the date that is six months prior to the maturity date of the Term Loan Credit Facility, or, in each case, if such date is not a Business Day, the next preceding Business Day;

“Revolving Credit Termination Date” shall mean the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit Loans, Swingline Loans or Protective Advances shall be outstanding and the Letters of Credit Outstanding and any Banker’s Acceptances or BA Equivalent Notes shall have been reduced to zero or Cash Collateralized;

“Revolving Loan” shall mean, collectively or individually as the context may require, any (i) Revolving Credit Loan (including any Protective Advance), (ii) Extended Revolving Credit Loan, (iii) Incremental Revolving Credit Loan, and (iv) FILO Credit Loan, in each case made pursuant to and in accordance with the terms and conditions of this Agreement;

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“S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business;

“Sale Leaseback” shall mean any arrangement with any Person providing for the leasing by CGI Borrower or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred by CGI Borrower or such Restricted Subsidiary to such Person in contemplation of such leasing;

“Same Day Funds” shall mean (a) with respect to disbursements and payments in Dollars, U.S. Dollars, Euros or Pounds Sterling, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day funds as may be reasonably determined by the Administrative Agent or the Letter of Credit Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency;

“Schedule I Lender” shall have the meaning given to such term in the definition of “BA Rate”;

“Screen Rate” means the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) (the “EURIBOR Reference Rate”) for the relevant period displayed on page EURIBOR01 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters in each case as published at 11:00 a.m. on the Rate Fixing Day. If such page or service ceases to be available, the Administrative Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers;

“SEC” shall mean the United States Securities and Exchange Commission or any successor thereto;

“Second Closing Date” shall mean December 2, 2016;

“Section 2.15 Additional Amendment” shall have the meaning provided in Section 2.15(c);

“Section 10.1 Financials” shall mean the financial statements delivered, or required to be delivered, pursuant to Section 10.1(a) or (b) together with the accompanying Compliance Certificate;

“Secured Bank Product Agreement” shall mean any Bank Product Agreement that is entered into by and between Holdings, CGI Borrower or any of the Restricted Subsidiaries and any Bank Product Provider, which is specified in writing by the Borrower Representative to the Administrative Agent as constituting a Secured Bank Product Agreement hereunder (all Bank Product Agreements by and between Holdings, CGI Borrower or any Restricted Subsidiary and Canadian Imperial Bank of Commerce are designated as Secured Bank Product Agreements as of the Sixth Closing Date);

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“Secured Bank Product Obligations” shall mean Obligations under any Secured Bank Product Agreement;

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between Holdings, CGI Borrower or any of the Restricted Subsidiaries and any Cash Management Bank, which is specified in writing by the Borrower Representative to the Administrative Agent as constituting a Secured Cash Management Agreement hereunder (all Cash Management Agreements by and between Holdings, CGI Borrower or any Restricted Subsidiary and Canadian Imperial Bank of Commerce are designated as Secured Cash Management Agreements as of the Fourth Closing Date);

“Secured Cash Management Obligations” shall mean Obligations under Secured Cash Management Agreements;

“Secured Hedge Agreement” shall mean any Hedge Agreement that is entered into by and between Holdings, CGI Borrower or any Restricted Subsidiary and any Hedge Bank, which is specified in writing by the Borrower Representative to the Administrative Agent as constituting a Secured Hedge Agreement hereunder. For purposes of the preceding sentence, the Borrower Representative may deliver one notice designating all Hedge Agreements entered into pursuant to a specified Master Agreement as Secured Hedge Agreements;

“Secured Hedge Obligations” shall mean Obligations under Secured Hedge Agreements;

“Secured Parties” shall mean the Administrative Agent, the Letter of Credit Issuer, and each Lender, in each case with respect to the Credit Facilities, each Hedge Bank that is party to any Secured Hedge Agreement, each Bank Product Provider that is party to any Secured Bank Product Agreement, each Cash Management Bank that is party to a Secured Cash Management Agreement and each sub-agent pursuant to Article 13 appointed by the Administrative Agent with respect to matters relating to the Credit Facilities or the Administrative Agent with respect to matters relating to any Security Document;

“Security Documents” shall mean, (i) as of the Sixth Closing Date, each of the documents listed on Schedule 1.1(c), (ii) as of the date executed and delivered, each of the security agreements, pledge agreements, assignments and other agreements and instruments creating a Lien in favour of the Administrative Agent or any Lender set forth on Schedule 10.14(d) and (iii) each other security agreement or other instrument or document executed and delivered pursuant to Sections 10.11, 10.12, or 10.14 or pursuant to any other Security Document to secure the Obligations;

“Shareholder” shall mean Brent (BC) Finco S.à r.l., a Luxembourg société à responsabilité limitée, and includes its successors by amalgamation or otherwise;

“Shareholder Loan Agreement” shall mean collectively, that certain (i) senior convertible subordinated note, dated as of December 9, 2013, issued by Holdings in favour of the Shareholder and (ii) any unsecured junior convertible subordinated promissory grid notes issued from time to time by Holdings in favour of the Shareholder in connection with the reinvestment by the Shareholder of a portion of the interest paid

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by Holdings on the Shareholder Subordinate Debt in accordance with the Shareholder Subordination Agreement, in the case of each of the notes described in the foregoing clauses (i) and (ii), as such agreement may be amended, revised, replaced, supplemented or restated from time to time in accordance with the terms of the Shareholder Subordination Agreement, including increases to the principal amount outstanding thereunder as set forth therein;

“Shareholder Subordinate Debt” shall mean all indebtedness owing by Holdings to the Shareholder pursuant to the Shareholder Loan Agreement;

“Shareholder Subordination Agreement” shall mean the subordination and postponement agreement dated as of the Closing Date among the Shareholder, Holdings, and the Administrative Agent, as such agreement may be amended, revised, replaced, supplemented or restated from time to time;

“Shrink” means Inventory of the Borrowing Base Parties which has been lost, misplaced, stolen, or is otherwise unaccounted for;

“Similar Business” shall mean any business conducted or proposed to be conducted by CGI Borrower and the Restricted Subsidiaries, taken as a whole, on the Closing Date or any other business activities which are reasonable extensions thereof or otherwise similar, incidental, complementary, synergistic, reasonably related, or ancillary to any of the foregoing (including non-core incidental businesses acquired in connection with any Permitted Acquisition or permitted Investment), in each case as determined by CGI Borrower in good faith;

“Sixth Closing Date” means May 26, 2020;

“Solvent” shall mean, after giving effect to the consummation of the Transactions, that (i) the fair value of the assets (on a going concern basis) of CGI Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (ii) the present fair saleable value of the property (on a going concern basis) of CGI Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured in the ordinary course of business, (iii) CGI Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the ordinary course of business and (iv) CGI Borrower and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business contemplated as of the date hereof for which they have unreasonably small capital. For purposes of this definition, 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;

“Specified Default” shall mean the occurrence of any Event of Default specified in Section 12.1, Section 12.2 (solely with respect to any representation and warranty made or deemed made by any Credit Party in any Borrowing Base Certificate), Section 12.3(a) (solely as it relates to the Borrowers’ failure to comply with the covenants set forth in Section 10.9 and, when in effect, Section 11.11), Section 12.3(b) (solely as it relates to

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the Borrowers’ failure to deliver the Borrowing Base Certificate in accordance with Section 10.1(i); provided, that the grace period specified in Section 12.3(b) with respect to delivery of weekly Borrowing Base Certificates shall be three (3) Business Days for purposes of this definition), or Section 12.5;

“Specified Existing Revolving Credit Commitment” shall have the meaning provided in Section 2.15(a);

“Specified Transaction” shall mean, with respect to any period, (i) any Investment that results in a Person becoming a Restricted Subsidiary, (ii) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (iii) any Permitted Acquisition, (iv) any disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary, (v) any Investment in, acquisition of or disposition of assets constituting a business unit, line of business or division of, or all or substantially all of the assets of, another Person, (vi) any Restricted Payment, (vii) any establishment of any Incremental Revolving Credit Commitment, or (viii) any other event that by the terms of this Agreement requires Pro Forma Compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis or giving Pro Forma Effect to any such transaction or event;

“Sponsor” shall mean Bain Capital Private Equity, LP and/or its Affiliates that are controlled directly or indirectly by Bain Capital Private Equity, LP (including, as applicable, related funds, general partners thereof and limited partners thereof, but solely to the extent any such limited partners are directly or indirectly participating as investors pursuant to a side-by-side investing arrangement, but not including, however, any portfolio company of any of the foregoing);

“Sponsor Management Agreement” shall mean the management agreement dated as of December 9, 2013 between Holdings, CGI Borrower and the Sponsor.

“SPV” shall have the meaning provided in Section 14.6(g);

“Stated Amount” of any Letter of Credit shall mean the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met; provided, however, that with respect to any Letter of Credit that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the stated amount thereof, the Stated Amount shall be deemed to be 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;

“Stock Equivalents” shall mean all securities convertible into or exchangeable for Capital Stock and all warrants, options, or other rights to purchase or subscribe for any Capital Stock, whether or not presently convertible, exchangeable, or exercisable, excluding from the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock, until any such conversion;

“Store” shall mean any retail store (which includes any real property, fixtures, equipment, Inventory and other property related thereto) operated, or to be operated, by CGI Borrower or any Restricted Subsidiary;

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“Subject Lien” shall have the meaning provided in Section 11.2(a);

“Subordinated Indebtedness” shall mean Indebtedness of CGI Borrower or any other Credit Party that is by its terms subordinated in right of payment to the obligations of CGI Borrower or such other Credit Party, as applicable, under this Agreement or the Guarantees, as applicable;

“Subsequent Transaction” shall have the meaning provided in Section 1.12(f);

“Subsidiary” of any Person shall mean a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise expressly provided, all references herein to a Subsidiary shall mean a Subsidiary of CGI Borrower;

“Successor Borrower” shall have the meaning provided in Section 11.3(a);

“Supermajority Lenders” shall mean, at any time, Lenders (other than Defaulting Lenders) having Commitments aggregating more than 66 2/3% of the Total Revolving Credit Commitment, or if the Commitments have been terminated, Lenders (other than Defaulting Lenders) whose percentage of the Revolving Credit Exposure (calculated assuming settlement and repayment of all Swingline Loans by the Lenders) aggregate more than 66 2/3% of the aggregate Revolving Credit Exposure;

“Swap Obligation” shall mean, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1(a)(47) of the Commodity Exchange Act;

“SWIFT” shall have the meaning provided in Section 3.6;

“Swingline Commitment” shall mean the amount of $25,000,000. The Swingline Commitment is part of and not in addition to the Revolving Credit Commitment;

“Swingline Exposure” shall mean at any time the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Lender at any time shall equal its Revolving Credit Commitment Percentage of the aggregate Swingline Exposure at such time;

“Swingline Lender” shall mean Canadian Imperial Bank of Commerce, in its capacity as lender of Swingline Loans hereunder or any replacement or successor thereto;

“Swingline Loans” shall have the meaning provided in Section 2.1(b);

“Swingline Maturity Date” shall mean, with respect to any Swingline Loan, the date that is five Business Days prior to the Revolving Credit Maturity Date;

“Swiss Borrower” shall have the meaning given to such term in the opening paragraph of this Agreement;

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“Swiss Borrowing Base” shall mean, at any time of calculation, an amount in Dollars (or the Equivalent Amount in Dollars of any amount in a currency other than Dollars) equal to:

plus

plus

plus

plus

plus

plus

minus

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The Swiss Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 10.1(i), in respect of the Swiss Borrowing Base, as adjusted to give effect to Borrowing Base Reserves to the extent applicable to, or to the assets of, the Swiss Borrowing Base Parties (in accordance with and subject to the limitations of Section 2.19) following such delivery.

Notwithstanding the foregoing, for purposes of this definition and the definition of “Pro Forma Availability Condition,” no Accounts or Inventory being acquired pursuant to a Permitted Acquisition or permitted Investment will be included in the Swiss Borrowing Base unless (i) the Administrative Agent, in its Permitted Discretion, confirms that such Accounts or Inventory conform to standards of eligibility in accordance with this Agreement, and (ii) to the extent required by the Administrative Agent, an audit of such Accounts and an appraisal of such Inventory is conducted and then only so long as such Accounts or Inventory, as the case may be, would otherwise satisfy the applicable eligibility criteria (it being understood that such audit or appraisal shall be conducted at the Swiss Borrower’s expense and shall not be counted for purposes of Section 10.2); provided, that until the earlier of (x) 45 days following the date on which a Permitted Acquisition or other permitted Investment is consummated (or such longer period as agreed to by the Administrative Agent in its Permitted Discretion) and (y) the date on which the requirements of clauses (i) and (ii) above are satisfied with respect to Accounts and Inventory being acquired in such Permitted Acquisition or other permitted Investment, an amount of such Accounts not to exceed $5,000,000 in the aggregate and such Inventory not to exceed $5,000,000 in the aggregate, that would otherwise constitute Eligible Credit Card Receivables, Eligible Trade Receivables, Eligible Inventory, Eligible In-Transit Inventory or Eligible Letters of Credit as shall be agreed upon between the Borrower Representative and the Administrative Agent in its Permitted Discretion shall be included in the Swiss Borrowing Base (including, with respect to the definition of “Pro Forma Availability Condition” for purposes of computing aggregate Excess Availability on a Pro Forma Basis as provided therein);

“Swiss Borrowing Base Party” shall mean, as of the Sixth Closing Date, Swiss Borrower and from time to time each Guarantor that the Borrower Representative and the Administrative Agent agree shall be a Swiss Borrowing Base Party;

“Swiss Business Day” shall mean any day excluding Saturday, Sunday, and any other day on which banking institutions in Geneva, Switzerland are authorized by law or other governmental actions to close;

“Swiss Credit Party” shall mean Swiss Borrower and each other Credit Party incorporated in Switzerland and/or having its registered office in Switzerland and/or qualifying as a Swiss resident pursuant to Art. 9 of the Swiss Withholding Tax Act and/or Art. 4 of the Swiss Stamp Tax Act;

“Swiss Intercompany Indebtedness” shall mean all indebtedness and liabilities of Swiss Borrower owing to CGI Borrower;

“Swiss Intercompany Security” shall mean the security granted by Swiss Borrower to CGI Borrower to secure the Swiss Intercompany Indebtedness;

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“Swiss Line Cap” shall mean, at any time of determination, the lesser of (a) the lesser of (i) fifty percent (50%) of the aggregate Revolving Credit Commitments of all Lenders, and (ii) fifty percent (50%) of the Borrowing Base and (b) the Swiss Borrowing Base;

“Swiss Pledge” shall have the meaning provided in Section 13.1(e);

“Swiss Priority Payable Reserve” shall mean, without duplication of any other Borrowing Base Reserves with respect to the Swiss Credit Parties, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion (in accordance with and subject to the limitations of Section 2.19) as being appropriate to reflect any amounts secured by any Liens on Collateral of any Swiss Credit Party included in the Swiss Borrowing Base or FILO Swiss Borrowing Base, as applicable, choate or inchoate, which rank or are capable of ranking in priority to, or pari passu with, the Liens of the Administrative Agent (including, as the case may be, the Administrative Agent’s estimate of amounts owed with respect to an asset which is subject to a conditional sale or hire purchase agreement, Lien or retention of title arrangement) and/or any amounts which may represent costs relating to the enforcement of the Administrative Agent’s Liens;

“Swiss Stamp Tax Act” means the Swiss Federal Act on Stamp Taxes of 27 June 1973 (Bundesgesetz über die Stempelabgaben) together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time;

“Swiss Withholding Tax” means the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer);

“Swiss Withholding Tax Act” means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time;

“TARGET Day” means a day on which TARGET 2 is open for the settlement of payments in Euro;

“TARGET 2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on 19 November 2007;

“Tax Deduction” shall have the meaning provided in Section 2.8(k)(ii);

“Tax Distributions” shall mean payments made by CGI Borrower or any other Credit Party to Holdings or any direct or indirect parent of Holdings, the proceeds of which will be used to pay the amount any such Person would be required to pay in respect of Taxes attributable to the income of CGI Borrower and its Subsidiaries; provided, however, the aggregate of all such payments in respect of any tax year to Holdings and any direct or indirect Parent Entity of Holdings shall not exceed the Taxes or the income of such Person that is attributable to CGI Borrower and its Subsidiaries; provided further that any such payment in respect of the income of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to CGI Borrower or any of its Restricted Subsidiaries for such purpose;

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“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings (including backup withholding and Swiss Withholding Taxes), fees, or other similar charges imposed by any Governmental Authority and any interest, fines, penalties, or additions to tax with respect to the foregoing;

“Term Loan Administrative Agents” shall have the meaning assigned to the terms “Administrative Agent”, “Collateral Agent”, “trustee” or any other representative of the lenders, holders or other providers of Indebtedness thereunder in the Term Loan Credit Documents;

“Term Loan Credit Documents” shall mean any credit agreement, indenture or other instrument or agreement among Holdings, CGI Borrower, one or more of its Subsidiaries from time to time party thereto as borrowers or guarantors, the lenders party thereto from time to time and any the Term Loan Administrative Agent, under which Permitted Term Loans are made available to CGI Borrower and/or any of its Subsidiaries, together with each other document executed in connection therewith or pursuant thereto, as each such agreement may be amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original administrative agent and lenders or other agents and lenders or otherwise, and whether provided under the original Term Loan Credit Facility or one or more other credit agreements or otherwise, including any agreement extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof, in each case as and to the extent permitted by this Agreement and the ABL/Term Loan Intercreditor Agreement, unless such agreement, instrument or document expressly provides that it is not intended to be and is not a Term Loan Credit Document);

“Term Loan Credit Facility” shall mean the term credit facilities provided under the Term Loan Credit Documents;

“Term Loan Obligations” shall have the meaning assigned to the term “Obligations” in the Term Loan Credit Documents;

“Term Priority Collateral” shall mean “Term Priority Collateral” as defined in (x) the ABL/Term Loan Intercreditor Agreement attached hereto as Exhibit F until such time as an ABL/Term Loan Intercreditor Agreement is entered into and (y) thereafter, the ABL/Term Loan Intercreditor Agreement then in effect;

“Test Period” shall mean, for any determination under this Agreement, the four consecutive fiscal quarters of CGI Borrower then last ended and for which Section 10.1 Financials shall have been delivered (or were required to be delivered) to the Administrative Agent (or, before the first delivery of Section 10.1 Financials, the most recent period of four consecutive fiscal quarters at the end of which financial statements are available);

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“Total Net Leverage Ratio” shall mean, as of any date of determination, the ratio of (i) Consolidated Total Debt as of such date of determination, minus cash and Cash Equivalents (in each case, free and clear of all Liens other than Permitted Liens) of CGI Borrower and the Restricted Subsidiaries (other than the proceeds of any Indebtedness then being incurred and giving rise to the need to calculate the Total Net Leverage Ratio) to (ii) Consolidated EBITDA of CGI Borrower for the Test Period then last ended;

“Total Net Leverage Test” shall mean, as of any date of determination, with respect to the last day of the most recently ended Test Period, the Total Net Leverage Ratio shall be no greater than 6.00 to 1.00;

“Total Revolving Credit Commitment” shall mean the sum of the Revolving Credit Commitments, the FILO Credit Commitments, the Incremental Revolving Credit Commitments, if applicable, and the Extended Revolving Credit Commitments, if applicable, of all the Lenders;

“Transaction Expenses” shall mean any fees, costs, or expenses incurred or paid by Holdings, the Borrowers, or any of their respective Affiliates in connection with the Transactions (including expenses in connection with hedging transactions, if any), this Agreement and the other Credit Documents and the transactions contemplated hereby and thereby;

“Transactions” shall mean, collectively, the transactions constituting or contemplated by this Agreement and the other Credit Documents, the Closing Refinancing and the consummation of any other transactions in connection with the foregoing and including the payment of the fees, costs and expenses incurred in connection with any of the foregoing (including the Transaction Expenses);

“Transferee” shall have the meaning provided in Section 14.6(e);

“Type” shall mean as to any Loan, its nature as a Prime Rate Loan, an ABR Loan, a Banker’s Acceptance, a LIBOR Loan, a EURIBOR Loan or a European Base Rate Loan;

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided, further, that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction from time to time for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection or availability of such remedy, as the case may be;

“UCP” shall mean, 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);

“UK Credit Party” shall mean UK Holdco, UK Serviceco and UK Retail;

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“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms;

“UK Holdco” shall mean Canada Goose International Holdings Limited;

“UK Priority Payable Reserves” shall mean, without duplication of any other Borrowing Base Reserves with respect to the UK Credit Parties, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate to reflect any amounts of any claims against the Collateral of any UK Credit Party included in the Borrowing Base or the FILO Borrowing Base, as applicable, choate or inchoate, (whether unsecured or secured by any Liens against the Collateral and including by way of retention of title) which rank or are capable of ranking in priority to, or pari passu with, the Liens of the Administrative Agent and/or any amounts which may represent costs relating to the enforcement of the Liens of the Administrative Agent on the Collateral of any UK Credit Party included in the Borrowing Base or FILO Borrowing Base, as applicable, including, without limitation, the prescribed part of each UK Credit Party’s net property that would be made available for the satisfaction of its unsecured debts pursuant to section 176A of the United Kingdom Insolvency Act 1986 together with each UK Credit Party’s liabilities which constitute preferential debts pursuant to section 386 of the United Kingdom Insolvency Act 1986 and any sums payable as administration or liquidation expenses pursuant to rules 2.67(1) and 4.218(1) of the United Kingdom Insolvency Rules 1986;

“UK Retail” shall mean Canada Goose UK Retail Limited;

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution;

“UK Serviceco” shall mean Canada Goose Services Limited;

“Uncontrolled Cash” shall have the meaning provided in Section 10.9(e);

“Unpaid Drawing” shall have the meaning provided in Section 3.4(a);

“Unrestricted Subsidiary” shall mean (i) any Subsidiary of CGI Borrower which at the time of determination is an Unrestricted Subsidiary (as designated by CGI Borrower, as provided below) and (ii) any Subsidiary of an Unrestricted Subsidiary;

CGI Borrower may designate any Subsidiary of CGI Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but excluding in all cases Swiss Borrower) 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, a Borrower or any Subsidiary of a Borrower (other than any Subsidiary of the Subsidiary to be so designated or any Unrestricted Subsidiary); provided that,

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CGI Borrower may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Event of Default shall have occurred and be continuing.

Any such designation by CGI Borrower shall be notified by CGI Borrower to the Administrative Agent by promptly delivering to the Administrative Agent a certificate of an Authorized Officer of CGI Borrower certifying that such designation complied with the foregoing provisions;

“U.S.” and “United States” shall mean the United States of America;

“U.S. Credit Party” shall mean each Credit Party organized, formed or incorporated under the laws of the United States, any state thereof or the District of Columbia;

“U.S. Dollar” and “U.S.$” shall mean the lawful currency of the U.S.;

“U.S. GAAP” shall mean generally accepted accounting principles in the United States, as in effect from time to time;

“U.S. Pension Plan” shall mean any employee pension benefit plan (as defined in and subject to Section 3(2) of ERISA, but excluding any Multiemployer Plan) in respect of which any Credit Party or any Credit Party’s ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 or Section 4069 of ERISA be reasonably likely to be deemed to be) an “employer” as defined in and subject to Section 3(5) of ERISA;

“U.S. Subsidiary” shall mean each Subsidiary of CGI Borrower that is organized under the laws of the United States, any state thereof, or the District of Columbia;

“Voting Stock” shall mean, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors (or analogous governing body) of such Person;

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof, by (ii) the number of years

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(calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effects of any prepayments or amortization made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded;

“Wholly-Owned Restricted Subsidiary” of any Person shall mean a Restricted Subsidiary of such Person, 100.0% of the outstanding Capital Stock or other ownership interests of which (other than (x) directors’ qualifying shares and (y) a nominal number of shares issued to foreign nationals to the extent required by applicable laws) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person;

“Wholly-Owned Subsidiary” of any Person shall mean a Subsidiary of such Person, 100.0% of the outstanding Capital Stock or other ownership interests of which (other than (x) directors’ qualifying shares or other ownership interests and (y) a nominal number of shares or other ownership interests issued to foreign nationals to the extent required by applicable laws) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person;

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA;

“Withholding Agent” shall mean any Credit Party, the Administrative Agent and, in the case of any U.S. federal withholding Tax, any other applicable withholding agent; and

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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1.2 Other Interpretive Provisions

With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:

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1.3 Accounting Terms

1.4 Rounding

Any financial ratios required to be maintained by CGI Borrower pursuant to this Agreement (or 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.

1.5 References to Agreements Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organizational Documents, agreements (including the Credit Documents), and other Contractual Requirements shall be deemed to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements, modifications, replacements, refinancings, renewals, or increases are not prohibited by any Credit Document; and (b) references to any Requirement of Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such Requirement of Law.

1.6 Currency Equivalents Generally

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1.7 Rates

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission, or any other matter related to the rates in the definition of LIBO Rate, EURIBOR or BA Rate or with respect to any comparable or successor rate thereto.

1.8 Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

1.9 Timing of Payment or Performance

Except as otherwise expressly provided, when the payment of any obligation or the performance of any covenant, duty, or obligation is stated to be due or performance required on (or before) 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, and such extension of time shall be reflected in computing interest or fees, as the case may be.

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1.10 Certifications

All certifications to be made hereunder by an officer or representative of a Credit Party shall be made by such a Person in his or her capacity solely as an officer or a representative of such Credit Party, on such Credit Party’s behalf and not in such Person’s individual capacity.

1.11 Compliance with Certain Sections

1.12 Pro Forma and Other Calculations